0000899243-21-034464.txt : 20210827 0000899243-21-034464.hdr.sgml : 20210827 20210827211209 ACCESSION NUMBER: 0000899243-21-034464 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210825 FILED AS OF DATE: 20210827 DATE AS OF CHANGE: 20210827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zatlyn Michelle CENTRAL INDEX KEY: 0001786951 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 211220715 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 2021-08-25 0 0001477333 Cloudflare, Inc. NET 0001786951 Zatlyn Michelle C/O CLOUDFLARE, INC. 101 TOWNSEND STREET SAN FRANCISCO CA 94107 1 1 0 0 President and COO Class A Common Stock 2021-08-25 4 C 0 27775 A 27775 I See footnote Class A Common Stock 2021-08-25 4 S 0 18303 123.345 D 9472 I See footnote Class A Common Stock 2021-08-25 4 S 0 8222 124.3284 D 1250 I See footnote Class A Common Stock 2021-08-25 4 S 0 1250 125.1005 D 0 I See footnote Class A Common Stock 2021-08-25 4 C 0 5555 A 5555 I See footnote Class A Common Stock 2021-08-25 4 S 0 3662 123.3452 D 1893 I See footnote Class A Common Stock 2021-08-25 4 S 0 1643 124.3292 D 250 I See footnote Class A Common Stock 2021-08-25 4 S 0 250 125.0982 D 0 I See footnote Class A Common Stock 2021-08-26 4 C 0 27775 A 27775 I See footnote Class A Common Stock 2021-08-26 4 S 0 9713 121.3061 D 18062 I See footnote Class A Common Stock 2021-08-26 4 S 0 9505 122.4062 D 8557 I See footnote Class A Common Stock 2021-08-26 4 S 0 8474 123.1917 D 83 I See footnote Class A Common Stock 2021-08-26 4 S 0 83 123.9396 D 0 I See footnote Class A Common Stock 2021-08-26 4 C 0 5555 A 5555 I See footnote Class A Common Stock 2021-08-26 4 S 0 1932 121.3038 D 3623 I See footnote Class A Common Stock 2021-08-26 4 S 0 1898 122.40 D 1725 I See footnote Class A Common Stock 2021-08-26 4 S 0 1708 123.1877 D 17 I See footnote Class A Common Stock 2021-08-26 4 S 0 17 123.9394 D 0 I See footnote Class A Common Stock 2021-08-27 4 C 0 36875 A 36875 I See footnote Class A Common Stock 2021-08-27 5 G 0 E 9100 0.00 D 27775 I See footnote Class A Common Stock 2021-08-27 4 S 0 2846 122.0908 D 24929 I See footnote Class A Common Stock 2021-08-27 4 S 0 6840 123.1733 D 18089 I See footnote Class A Common Stock 2021-08-27 4 S 0 17585 124.0404 D 504 I See footnote Class A Common Stock 2021-08-27 4 S 0 504 124.6666 D 0 I See footnote Class A Common Stock 2021-08-27 4 C 0 5555 A 5555 I See footnote Class A Common Stock 2021-08-27 4 S 0 579 122.0947 D 4976 I See footnote Class A Common Stock 2021-08-27 4 S 0 1352 123.1751 D 3624 I See footnote Class A Common Stock 2021-08-27 4 S 0 3528 124.0412 D 96 I See footnote Class A Common Stock 2021-08-27 4 S 0 96 124.6681 D 0 I See footnote Class B Common Stock 2021-08-25 4 C 0 27775 0.00 D Class A Common Stock 27775 4280813 I See footnote Class B Common Stock 2021-08-25 4 C 0 5555 0.00 D Class A Common Stock 5555 1709606 I See footnote Class B Common Stock 2021-08-26 4 C 0 27775 0.00 D Class A Common Stock 27775 4253038 I See footnote Class B Common Stock 2021-08-26 4 C 0 5555 0.00 D Class A Common Stock 5555 1704051 I See footnote Class B Common Stock 2021-08-27 4 C 0 36875 0.00 D Class A Common Stock 36875 4216163 I See footnote Class B Common Stock 2021-08-27 4 C 0 5555 0.00 D Class A Common Stock 5555 1698496 I See footnote Class B Common Stock Class A Common Stock 294275 294275 I See footnote Class B Common Stock Class A Common Stock 2000000 2000000 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 Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-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 $122.90 to $123.89, 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 (7), (9) 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 $123.91 to $124.90, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.91 to $125.27, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.84 to $121.835, inclusive. The shares are held of record by The Sutherland/Zatlyn Irrevocable Remainder Trust dated December 15, 2017, for which the reporting person serves as co-trustee. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.85 to $122.84, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.85 to $123.83, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.93 to $124.09, 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 $121.50 to $122.47, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.54 to $123.535, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.54 to $124.53, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.55 to $124.84, inclusive. The shares are held of record by SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor. The shares are held of record by The Sutherland/Zatlyn 2021 Annuity Trust dated May 22, 2021, for which the reporting person serves as co-trustee. /s/ Lindsey Cochran, by power of attorney 2021-08-27