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