0000899243-23-005185.txt : 20230215 0000899243-23-005185.hdr.sgml : 20230215 20230215210755 ACCESSION NUMBER: 0000899243-23-005185 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230213 FILED AS OF DATE: 20230215 DATE AS OF CHANGE: 20230215 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: 23636945 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 2023-02-13 0 0001477333 Cloudflare, Inc. NET 0001786925 Prince Matthew C/O CLOUDFLARE, INC. 405 COMAL STREET AUSTIN TX 78702 1 1 1 0 CEO & Chair of the Board Class A Common Stock 2023-02-13 4 C 0 52384 A 52384 I See footnote Class A Common Stock 2023-02-13 4 S 0 3376 59.0187 D 49008 I See footnote Class A Common Stock 2023-02-13 4 S 0 6300 59.8847 D 42708 I See footnote Class A Common Stock 2023-02-13 4 S 0 3202 60.927 D 39506 I See footnote Class A Common Stock 2023-02-13 4 S 0 3800 61.9245 D 35706 I See footnote Class A Common Stock 2023-02-13 4 S 0 17159 63.0484 D 18547 I See footnote Class A Common Stock 2023-02-13 4 S 0 18547 63.6531 D 0 I See footnote Class A Common Stock 2023-02-14 4 C 0 52384 A 52384 I See footnote Class A Common Stock 2023-02-14 4 S 0 700 63.2518 D 51684 I See footnote Class A Common Stock 2023-02-14 4 S 0 2098 64.3736 D 49586 I See footnote Class A Common Stock 2023-02-14 4 S 0 8982 65.3199 D 40604 I See footnote Class A Common Stock 2023-02-14 4 S 0 17028 66.3071 D 23576 I See footnote Class A Common Stock 2023-02-14 4 S 0 14076 67.1961 D 9500 I See footnote Class A Common Stock 2023-02-14 4 S 0 7900 68.194 D 1600 I See footnote Class A Common Stock 2023-02-14 4 S 0 1600 68.8647 D 0 I See footnote Class A Common Stock 2023-02-15 4 C 0 52384 A 52384 I See footnote Class A Common Stock 2023-02-15 4 S 0 3900 68.1653 D 48484 I See footnote Class A Common Stock 2023-02-15 4 S 0 6300 68.9865 D 42184 I See footnote Class A Common Stock 2023-02-15 4 S 0 14273 70.0481 D 27911 I See footnote Class A Common Stock 2023-02-15 4 S 0 15065 71.1886 D 12846 I See footnote Class A Common Stock 2023-02-15 4 S 0 12846 71.8463 D 0 I See footnote Class B Common Stock 2023-02-13 4 C 0 52384 0.00 D Class A Common Stock 52384 15999029 I See footnote Class B Common Stock 2023-02-14 4 C 0 52384 0.00 D Class A Common Stock 52384 15946645 I See footnote Class B Common Stock 2023-02-15 4 C 0 52384 0.00 D Class A Common Stock 52384 15894261 I See footnote Class B Common Stock Class A Common Stock 1741355 1741355 I See footnote Class B Common Stock Class A Common Stock 377772 377772 I See footnote Class B Common Stock Class A Common Stock 6928408 6928408 I See footnote Class B Common Stock Class A Common Stock 1060000 1060000 I See footnote Class B Common Stock Class A Common Stock 6012938 6012938 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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2021, as modified on November 29, 2022. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.385 to $59.38, 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 21 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 $59.39 to $60.35, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.43 to $61.39, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.43 to $62.415, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.43 to $63.425, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.43 to $64.01, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.78 to $63.735, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.78 to $64.75, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.78 to $65.775, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.77, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.78 to $67.77, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.78 to $68.74, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.78 to $68.915, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.525 to $68.51, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.56 to $69.55, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.565 to $70.54, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.565 to $71.56, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.57 to $72.265, inclusive. Of the reported shares, 666,667 vest in eight months beginning on February 13, 2023. 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 Matthew Prince 2021 Grantor Retained Annuity Trust #2 UA 8/13/2021, 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. The shares are held of record by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the reporting person serves as co-trustee and investment advisor. /s/ Lindsey Cochran, by power of attorney 2023-02-15