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