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