0001209191-23-010535.txt : 20230217
0001209191-23-010535.hdr.sgml : 20230217
20230217161124
ACCESSION NUMBER: 0001209191-23-010535
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230215
FILED AS OF DATE: 20230217
DATE AS OF CHANGE: 20230217
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: 23642610
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
2023-02-15
0
0001477333
Cloudflare, Inc.
NET
0001787168
Kramer Douglas James
C/O CLOUDFLARE, INC.
1401 K ST. NW
WASHINGTON
DC
20005
0
1
0
0
General Counsel
Class A Common Stock
2023-02-15
4
C
0
11496
A
67140
D
Class A Common Stock
2023-02-15
4
F
0
8680
72.40
D
58460
D
Class A Common Stock
2023-02-15
4
S
0
2380
68.1597
D
56080
D
Class A Common Stock
2023-02-15
4
S
0
1120
68.9475
D
54960
D
Employee Stock Option (right to buy)
2.04
2023-02-15
4
M
0
3500
0.00
D
2027-07-25
Class B Common Stock
3500
138500
D
Restricted Stock Units
2023-02-15
4
M
0
6250
0.00
D
Class B Common Stock
6250
0
D
Restricted Stock Units
2023-02-15
4
M
0
9375
0.00
D
Class B Common Stock
9375
18750
D
Class B Common Stock
2023-02-15
4
M
0
19125
0.00
A
Class A Common Stock
19125
149800
D
Class B Common Stock
2023-02-15
4
F
0
7629
72.40
D
Class A Common Stock
7629
142171
D
Class B Common Stock
2023-02-15
4
C
0
11496
0.00
D
Class A Common Stock
11496
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 were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 29, 2021, as modified on August 31, 2022.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.67 to $68.50, 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 (5) 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 $68.78 to $69.02, inclusive.
The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments following September 13, 2019.
Each 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.
/s/ Lindsey Cochran, by power of attorney
2023-02-17