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