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