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