0001104659-24-097885.txt : 20240906 0001104659-24-097885.hdr.sgml : 20240906 20240906210353 ACCESSION NUMBER: 0001104659-24-097885 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240904 FILED AS OF DATE: 20240906 DATE AS OF CHANGE: 20240906 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: 241285668 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 tm2423498-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-09-04 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 2024-09-04 4 C 0 52384 A 63145 I See footnote Class A Common Stock 2024-09-04 4 S 0 10065 77.3027 D 53080 I See footnote Class A Common Stock 2024-09-04 4 S 0 31179 77.9593 D 21901 I See footnote Class A Common Stock 2024-09-04 4 S 0 10937 79.019 D 10964 I See footnote Class A Common Stock 2024-09-04 4 S 0 203 79.5949 D 10761 I See footnote Class A Common Stock 2024-09-05 4 C 0 52384 A 63145 I See footnote Class A Common Stock 2024-09-05 4 S 0 6396 77.8731 D 56749 I See footnote Class A Common Stock 2024-09-05 4 S 0 45175 78.5843 D 11574 I See footnote Class A Common Stock 2024-09-05 4 S 0 813 79.2521 D 10761 I See footnote Class A Common Stock 2024-09-06 4 C 0 52384 A 63145 I See footnote Class A Common Stock 2024-09-06 4 S 0 41211 76.2183 D 21934 I See footnote Class A Common Stock 2024-09-06 4 S 0 5338 76.9876 D 16596 I See footnote Class A Common Stock 2024-09-06 4 S 0 5199 78.3853 D 11397 I See footnote Class A Common Stock 2024-09-06 4 S 0 636 79.0103 D 10761 I See footnote Class A Common Stock 192177 D Class B Common Stock 2024-09-04 4 C 0 52384 0 D Class A Common Stock 52384 8750835 I See footnote Class B Common Stock 2024-09-05 4 C 0 52384 0 D Class A Common Stock 52384 8698451 I See footnote Class B Common Stock 2024-09-06 4 C 0 52384 0 D Class A Common Stock 52384 8646067 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 0 0 I See footnote Class B Common Stock Class A Common Stock 2054420 2054420 I See footnote Class B Common Stock Class A Common Stock 2374621 2374621 I See footnote Class B Common Stock Class A Common Stock 4000000 4000000 I See footnote Class B Common Stock Class A Common Stock 4004117 4004117 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 $76.56 to $77.555, 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 (14) 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 $77.56 to $78.555, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.58 to $79.53, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.58 to $79.60, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.15 to $78.14, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.15 to $79.145, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.175 to $79.29, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.72 to $76.695, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.73 to $77.43, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.83 to $78.795, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.85 to $79.065, inclusive. Includes 2,478,738 shares previously reported as held directly by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 08/12/2022, for which the reporting person serves as co-trustee and investment advisor (the "2022 Annuity Trust") and 1,525,379 shares previously reported as held directly 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 (the "2023 Annuity Trust #2") which were re-registered on August 23, 2024 and are now held directly by the Revocable Trust. Excludes 4,004,117 shares previously reported as held directly by the Revocable Trust which were re-registered on August 23, 2024 and are now held directly by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024, for which the reporting person serves as co-trustee and investment advisor (the "2024 Annuity Trust #2"). 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. Excludes 2,478,738 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on August 23, 2024 and are now held directly by the Revocable Trust. The shares are held of record by the 2022 Annuity Trust. 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 as co-trustee and investment advisor. Excludes 1,525,379 shares previously reported as held directly by the 2023 Annuity Trust #2 which were re-registered on August 23, 2024 and are now held directly by the Revocable Trust. The shares are held of record by the 2023 Annuity Trust #2. The shares are held of record 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. Consists of 4,004,117 shares previously reported as held directly by the Revocable Trust which were re-registered on August 23, 2024 and are now held directly by the 2024 Annuity Trust #2. The shares are held of record by the 2024 Annuity Trust #2. /s/ Chad Skinner, by power of attorney 2024-09-06