0001104659-24-074031.txt : 20240621
0001104659-24-074031.hdr.sgml : 20240621
20240621191033
ACCESSION NUMBER: 0001104659-24-074031
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240618
FILED AS OF DATE: 20240621
DATE AS OF CHANGE: 20240621
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zatlyn Michelle
CENTRAL INDEX KEY: 0001786951
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39039
FILM NUMBER: 241061740
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
tm2417791-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-06-18
0
0001477333
Cloudflare, Inc.
NET
0001786951
Zatlyn Michelle
C/O CLOUDFLARE, INC.101 TOWNSEND STREET
SAN FRANCISCO
CA
94107
1
1
0
0
President and COO
1
Class A Common Stock
2024-06-18
4
C
0
10256
A
10256
I
See footnote
Class A Common Stock
2024-06-18
4
S
0
10256
77.5445
D
0
I
See footnote
Class A Common Stock
2024-06-18
4
C
0
2564
A
22179
I
See footnote
Class A Common Stock
2024-06-18
4
S
0
2564
77.5445
D
19615
I
See footnote
Class A Common Stock
2024-06-20
4
C
0
10256
A
10256
I
See footnote
Class A Common Stock
2024-06-20
4
S
0
8173
78.3357
D
2083
I
See footnote
Class A Common Stock
2024-06-20
4
S
0
1843
79.0868
D
240
I
See footnote
Class A Common Stock
2024-06-20
4
S
0
240
79.8367
D
0
I
See footnote
Class A Common Stock
2024-06-20
4
C
0
2564
A
22179
I
See footnote
Class A Common Stock
2024-06-20
4
S
0
2045
78.3362
D
20134
I
See footnote
Class A Common Stock
2024-06-20
4
S
0
459
79.0871
D
19675
I
See footnote
Class A Common Stock
2024-06-20
4
S
0
60
79.8367
D
19615
I
See footnote
Class A Common Stock
2024-06-21
4
C
0
10256
A
10256
I
See footnote
Class A Common Stock
2024-06-21
4
S
0
10096
76.3986
D
160
I
See footnote
Class A Common Stock
2024-06-21
4
S
0
160
77.1125
D
0
I
See footnote
Class A Common Stock
2024-06-21
4
C
0
2564
A
22179
I
See footnote
Class A Common Stock
2024-06-21
4
S
0
2524
76.3987
D
19655
I
See footnote
Class A Common Stock
2024-06-21
4
S
0
40
77.1125
D
19615
I
See footnote
Class A Common Stock
211394
D
Employee Stock Option (right to buy)
2.04
2024-06-18
4
M
0
10256
0
D
2027-08-07
Class B Common Stock
10256
3046132
D
Class B Common Stock
2024-06-18
4
M
0
10256
0
A
Class A Common Stock
10256
10256
D
Class B Common Stock
2024-06-18
4
C
0
10256
0
D
Class A Common Stock
10256
0
D
Class B Common Stock
2024-06-18
4
C
0
2564
0
D
Class A Common Stock
2564
1529584
I
See footnote
Employee Stock Option (right to buy)
2.04
2024-06-20
4
M
0
10256
0
D
2027-08-07
Class B Common Stock
10256
3035876
D
Class B Common Stock
2024-06-20
4
M
0
10256
0
A
Class A Common Stock
10256
10256
D
Class B Common Stock
2024-06-20
4
C
0
10256
0
D
Class A Common Stock
10256
0
D
Class B Common Stock
2024-06-20
4
C
0
2564
0
D
Class A Common Stock
2564
1527020
I
See footnote
Employee Stock Option (right to buy)
2.04
2024-06-21
4
M
0
10256
0
D
2027-08-07
Class B Common Stock
10256
3025620
D
Class B Common Stock
2024-06-21
4
M
0
10256
0
A
Class A Common Stock
10256
10256
D
Class B Common Stock
2024-06-21
4
C
0
10256
0
D
Class A Common Stock
10256
0
D
Class B Common Stock
2024-06-21
4
C
0
2564
0
D
Class A Common Stock
2564
1524456
I
See footnote
Class B Common Stock
Class A Common Stock
3081285
3081285
I
See footnote
Class B Common Stock
Class A Common Stock
294275
294275
I
See footnote
Class B Common Stock
Class A Common Stock
0
0
I
See footnote
Class B Common Stock
Class A Common Stock
948175
948175
I
See footnote
Class B Common Stock
Class A Common Stock
250000
250000
I
See footnote
Class B Common Stock
Class A Common Stock
1189225
1189225
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 Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-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 27, 2023.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.18 to $78.01, 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) and (6) through (10) to this Form 4.
The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer (the "SZ 2021 Irrevocable Trust").
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.64 to $78.63, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.64 to $79.615, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.83 to $79.85, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.05 to $77.03, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.08 to $77.145, inclusive.
Shares subject to the option are fully vested and immediately exercisable.
Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust.
Includes 234,003 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on May 29, 2024 and are now held directly by the SZ 2021 Irrevocable Trust.
Includes 574,608 shares previously reported as held directly by The Sutherland/Zatlyn 2022 Annuity Trust dated May 26, 2022, for which the reporting person serves as co-trustee (the "2022 Annuity Trust") and 614,617 shares previously reported as held directly by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee (the "2023 Annuity Trust"), which were re-registered on May 29, 2024 and are now held of record by the Revocable Trust.
Excludes 1,189,225 shares previously reported as held directly by the Revocable Trust which were re-registered on May 29, 2024 and are now held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust").
The shares are held of record by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.
Excludes 574,608 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on May 29, 2024 and are now held directly by the Revocable Trust and 234,003 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on May 29, 2024 and are now held directly by the SZ 2021 Irrevocable Trust.
The shares are held of record by the 2022 Annuity Trust.
Excludes 614,617 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 29, 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 Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee.
Consists of 1,189,225 shares previously reported as held directly by the Revocable Trust which were re-registered on May 29, 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
2024-06-21