0001209191-22-010338.txt : 20220216 0001209191-22-010338.hdr.sgml : 20220216 20220216191952 ACCESSION NUMBER: 0001209191-22-010338 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220214 FILED AS OF DATE: 20220216 DATE AS OF CHANGE: 20220216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kramer Douglas James CENTRAL INDEX KEY: 0001787168 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 22645172 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] 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 doc4.xml FORM 4 SUBMISSION X0306 4 2022-02-14 0 0001477333 Cloudflare, Inc. NET 0001787168 Kramer Douglas James C/O CLOUDFLARE, INC. 101 TOWNSEND STREET SAN FRANCISCO CA 94107 0 1 0 0 General Counsel Class A Common Stock 2022-02-15 4 C 0 9137 A 64781 D Performance Stock Option (right to buy) 105.56 2022-02-14 4 A 0 330000 0.00 A 2032-02-13 Class A Common Stock 330000 330000 D Restricted Stock Units 2022-02-15 4 M 0 6250 0.00 D Class B Common Stock 6250 25000 D Restricted Stock Units 2022-02-15 4 M 0 9375 0.00 D Class B Common Stock 9375 56250 D Class B Common Stock 2022-02-15 4 M 0 15625 0.00 A Class A Common Stock 15625 146300 D Class B Common Stock 2022-02-15 4 F 0 6488 115.35 D Class A Common Stock 6488 139812 D Class B Common Stock 2022-02-15 4 C 0 9137 0.00 D Class A Common Stock 9137 130675 D 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 subject to the Performance Stock Option are comprised of eight separate tranches that become eligible to vest upon achievement of certain stock price targets (the "Stock Price Goals") at any time within ten years of February 14, 2022. The Stock Price Goals, the percentage of total shares subject to the grant included in each tranche, and the terms of achievement are substantially the same as those terms that apply to the performance stock options granted on December 22, 2021 to Mr. Prince and Ms. Zatlyn, as described in Item 8.01 of the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on December 27, 2021. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. In addition, the Performance Stock Option is subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class B Common Stock. The RSUs vest in 16 equal quarterly installments following February 15, 2019. The RSUs vest in 16 equal quarterly installments following August 15, 2019. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs. /s/ Lindsey Cochran, by power of attorney 2022-02-16