SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Prince Matthew (Last) (First) (Middle) C/O CLOUDFLARE, INC. 101 TOWNSEND STREET (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Cloudflare, Inc. [ NET ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) CEO and Chair of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 11/11/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	11/11/2019		G	V		937,156	(1)	(1)	Class A Common Stock	937,156	$0.00	0(2)	I	See footnote(3)
Class B Common Stock	(1)	11/11/2019		G	V	937,156		(1)	(1)	Class A Common Stock	937,156	$0.00	2,790,544	I	See footnote(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	29,511,741		29,511,741(5)	I	See footnote(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,274,599		1,274,599(7)	I	See footnote(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	3,340,115		3,340,115	I	See footnote(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	800,000		800,000	I	See footnote(10)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

2. Excludes 76,428 shares previously reported as held directly by The Matthew Prince 2017 Annuity Trust dated July 12, 2017, for which the reporting person serves as co-trustee and investment advisor (the "2017 Annuity Trust"), which were re-registered on October 9, 2019 and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust").

3. The shares are held of record by the 2017 Annuity Trust.

4. The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

5. Includes (i) 76,428 shares previously reported as held directly by the 2017 Annuity Trust, which were re-registered on October 9, 2019 and (ii) 419,857 shares previously reported as held directly by The Matthew Prince 2018 Annuity Trust dated October 26, 2018, for which the reporting person serves as co-trustee and investment advisor (the "2018 Annuity Trust") which were re-registered on November 11, 2019 and are now held directly by the Revocable Trust. Of the reported shares, 3,583,334 vest in 43 months beginning on March 13, 2020.

6. The shares are held of record by the Revocable Trust.

7. Excludes 419,857 shares previously reported as held directly by the 2018 Annuity Trust.

8. The shares are held of record by the 2018 Annuity Trust.

9. The shares are held of record by The Matthew Prince 2019 Annuity Trust dated May 22, 2019, for which the reporting person serves as co-trustee and investment advisor.

10. The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

Remarks:

	/s/ Douglas Kramer, by power of attorney	02/14/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.