0000899243-23-018223.txt : 20230817 0000899243-23-018223.hdr.sgml : 20230817 20230817193336 ACCESSION NUMBER: 0000899243-23-018223 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230815 FILED AS OF DATE: 20230817 DATE AS OF CHANGE: 20230817 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: 231183429 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 X0508 4 2023-08-15 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 1 Class A Common Stock 2023-08-15 4 F 0 8495 62.11 D 269047 D Class A Common Stock 2023-08-15 4 C 0 52384 A 63107 I See footnote Class A Common Stock 2023-08-15 4 S 0 17026 62.5008 D 46081 I See footnote Class A Common Stock 2023-08-15 4 S 0 29257 63.5448 D 16824 I See footnote Class A Common Stock 2023-08-15 4 S 0 5401 64.7014 D 11423 I See footnote Class A Common Stock 2023-08-15 4 S 0 700 65.2693 D 10723 I See footnote Class A Common Stock 2023-08-16 4 C 0 52384 A 63107 I See footnote Class A Common Stock 2023-08-16 4 S 0 27076 61.3972 D 36031 I See footnote Class A Common Stock 2023-08-16 4 S 0 24958 62.3211 D 11073 I See footnote Class A Common Stock 2023-08-16 4 S 0 350 62.8804 D 10723 I See footnote Class A Common Stock 2023-08-17 4 C 0 52384 A 63107 I See footnote Class A Common Stock 2023-08-17 4 S 0 20236 58.3653 D 42871 I See footnote Class A Common Stock 2023-08-17 4 S 0 29748 59.2376 D 13123 I See footnote Class A Common Stock 2023-08-17 4 S 0 2400 59.9502 D 10723 I See footnote Class B Common Stock 2023-08-15 4 C 0 52384 0.00 D Class A Common Stock 52384 12808188 I See footnote Class B Common Stock 2023-08-16 4 C 0 52384 0.00 D Class A Common Stock 52384 12755804 I See footnote Class B Common Stock 2023-08-17 4 C 0 52384 0.00 D Class A Common Stock 52384 12703420 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 Class B Common Stock Class A Common Stock 4000000 4000000 I See footnote The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs. The 10,723 shares issuable upon vesting and settlement of the RSUs were re-registered and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). 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 directly by 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 29, 2022. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.14 to $63.13, 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 (6) through (15) 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 $63.14 to $64.13, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.14 to $65.13, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.18 to $65.33, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.82 to $61.81, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.82 to $62.81, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.82 to $62.93, inclusive The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.85 to $58.845, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.85 to $59.845, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.85 to $60.19, inclusive. Of the reported shares, 83,334 vest on September 13, 2023. 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. The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves co-trustee and investment advisor. /s/ Lindsey Cochran, by power of attorney 2023-08-17