0001104659-24-071391.txt : 20240613 0001104659-24-071391.hdr.sgml : 20240613 20240613200810 ACCESSION NUMBER: 0001104659-24-071391 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240611 FILED AS OF DATE: 20240613 DATE AS OF CHANGE: 20240613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prince Matthew CENTRAL INDEX KEY: 0001786925 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 241042745 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] ORGANIZATION NAME: 06 Technology 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 tm2417240-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-06-11 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 2024-06-11 4 C 0 52384 A 61126 I See footnote Class A Common Stock 2024-06-11 4 S 0 17016 71.2961 D 44110 I See footnote Class A Common Stock 2024-06-11 4 S 0 34868 72.3867 D 9242 I See footnote Class A Common Stock 2024-06-11 4 S 0 500 72.928 D 8742 I See footnote Class A Common Stock 2024-06-12 4 C 0 52384 A 61126 I See footnote Class A Common Stock 2024-06-12 4 S 0 10360 74.3052 D 50766 I See footnote Class A Common Stock 2024-06-12 4 S 0 37164 75.1908 D 13602 I See footnote Class A Common Stock 2024-06-12 4 S 0 4860 75.7281 D 8742 I See footnote Class A Common Stock 2024-06-13 4 C 0 52384 A 61126 I See footnote Class A Common Stock 2024-06-13 4 S 0 41608 74.2178 D 19518 I See footnote Class A Common Stock 2024-06-13 4 S 0 7174 75.0797 D 12344 I See footnote Class A Common Stock 2024-06-13 4 S 0 3602 76.077 D 8742 I See footnote Class A Common Stock 211394 D Class B Common Stock 2024-06-11 4 C 0 52384 0 D Class A Common Stock 52384 9213549 I See footnote Class B Common Stock 2024-06-12 4 C 0 52384 0 D Class A Common Stock 52384 9161165 I See footnote Class B Common Stock 2024-06-13 4 C 0 52384 0 D Class A Common Stock 52384 9108781 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 2478738 2478738 I See footnote Class B Common Stock Class A Common Stock 2054420 2054420 I See footnote Class B Common Stock Class A Common Stock 3900000 3900000 I See footnote Class B Common Stock Class A Common Stock 4000000 4000000 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 "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 20, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.90 to $71.89, 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 (12) 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 $71.90 to $72.885, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.90 to $72.96, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.64 to $74.635, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.64 to $75.625, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.645 to $75.82, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.76 to $74.75, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.77 to $75.76, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.77 to $76.41, inclusive. Includes 1,945,580 shares previously reported as held directly by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves as co-trustee and investment advisor (the "2023 Annuity Trust") which were re-registered on May 30, 2024 and are now held directly by the Revocable Trust. Excludes 4,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 30, 2024 and are now held directly by The Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024, for which the reporting person serves as co-trustee and investment advisor (the "2024 Annuity Trust"). 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. Excludes 1,945,580 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 30, 2024 and are now held directly by the Revocable Trust. The shares are held of record by the 2023 Annuity Trust. The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor. Consists of 4,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 30, 2024 and are now held directly by the 2024 Annuity Trust. The shares are held of record by the 2024 Annuity Trust. /s/ Lindsey Cochran, by power of attorney 2024-06-13