0000899243-21-033866.txt : 20210820 0000899243-21-033866.hdr.sgml : 20210820 20210820212838 ACCESSION NUMBER: 0000899243-21-033866 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210818 FILED AS OF DATE: 20210820 DATE AS OF CHANGE: 20210820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prince Matthew CENTRAL INDEX KEY: 0001786925 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 211195159 MAIL ADDRESS: STREET 1: C/O CLOUDFLARE, INC. STREET 2: 101 TOWNSEND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cloudflare, Inc. CENTRAL INDEX KEY: 0001477333 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 270805829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 TOWNSEND ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 888.993.5273 MAIL ADDRESS: STREET 1: 101 TOWNSEND ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: CloudFlare, Inc. DATE OF NAME CHANGE: 20091120 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-18 0 0001477333 Cloudflare, Inc. NET 0001786925 Prince Matthew C/O CLOUDFLARE, INC. 101 TOWNSEND STREET SAN FRANCISCO CA 94107 1 1 1 0 CEO & Chair of the Board Class A Common Stock 2021-08-18 4 C 0 52385 A 52385 I See footnote Class A Common Stock 2021-08-18 4 S 0 8348 117.2316 D 44037 I See footnote Class A Common Stock 2021-08-18 4 S 0 37924 118.0534 D 6113 I See footnote Class A Common Stock 2021-08-18 4 S 0 6113 118.711 D 0 I See footnote Class A Common Stock 2021-08-19 4 C 0 52385 A 52385 I See footnote Class A Common Stock 2021-08-19 4 S 0 3233 116.6069 D 49152 I See footnote Class A Common Stock 2021-08-19 4 S 0 5276 117.5181 D 43876 I See footnote Class A Common Stock 2021-08-19 4 S 0 25542 118.2762 D 18334 I See footnote Class A Common Stock 2021-08-19 4 S 0 18034 119.2629 D 300 I See footnote Class A Common Stock 2021-08-19 4 S 0 300 119.9017 D 0 I See footnote Class A Common Stock 2021-08-20 4 C 0 58205 A 58205 I See footnote Class A Common Stock 2021-08-20 5 G 0 E 5820 0.00 D 52385 I See footnote Class A Common Stock 2021-08-20 4 S 0 3600 118.8344 D 48785 I See footnote Class A Common Stock 2021-08-20 4 S 0 20931 119.8486 D 27854 I See footnote Class A Common Stock 2021-08-20 4 S 0 17106 120.6144 D 10748 I See footnote Class A Common Stock 2021-08-20 4 S 0 10748 121.4475 D 0 I See footnote Class B Common Stock 2021-08-18 4 C 0 52385 0.00 D Class A Common Stock 52385 22642609 I See footnote Class B Common Stock 2021-08-19 4 C 0 52385 0.00 D Class A Common Stock 52385 22590224 I See footnote Class B Common Stock 2021-08-20 4 C 0 58205 0.00 D Class A Common Stock 58205 22532019 I See footnote Class B Common Stock Class A Common Stock 2787450 2787450 I See footnote Class B Common Stock Class A Common Stock 552665 552665 I See footnote Class B Common Stock Class A Common Stock 4000000 4000000 I See footnote Class B Common Stock Class A Common Stock 3942717 3942717 I See footnote Class B Common Stock Class A Common Stock 1060000 1060000 I See footnote 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. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2020. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.55 to $117.53, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (11) and (13) through (16) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.55 to $118.54, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.55 to $119.14, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.88 to $116.875, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.88 to $117.86, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.88 to $118.87, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.88 to $119.87, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.88 to $119.935, inclusive. The reported transaction represents a conversion of Class B Common Stock to Class A Common Stock on a one-to-one basis, followed by a gift of such shares of Class A Common Stock to a donor-advised fund. The remaining shares of Class B Common Stock and Class A Common Stock held by the Revocable Trust following such gift remain subject to the lock-up agreement with the representatives of the initial purchasers of the Company's 0% Convertible Senior Notes due 2026, issued on August 13, 2021. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.21 to $119.20, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.22 to $120.205, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.22 to $121.21, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.22 to $122.20, inclusive. Of the reported shares, 2,083,334 vest in 25 months beginning on September 13, 2021. 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. The shares are held of record by The Matthew Prince 2020 Annuity Trust dated May 20, 2020, for which the reporting person serves as co-trustee and investment advisor. The shares are held of record by The Matthew Prince 2021 Grantor Retained Annuity Trust #1 UA 5/25/2021, for which the reporting person serves as co-trustee and investment advisor. 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. 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. /s/ Lindsey Cochran, by power of attorney 2021-08-20