0001209191-23-053213.txt : 20231019 0001209191-23-053213.hdr.sgml : 20231019 20231019195718 ACCESSION NUMBER: 0001209191-23-053213 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230718 FILED AS OF DATE: 20231019 DATE AS OF CHANGE: 20231019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riley Janel CENTRAL INDEX KEY: 0001979391 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 231335786 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 X0508 4 2023-07-18 0 0001477333 Cloudflare, Inc. NET 0001979391 Riley Janel C/O CLOUDFLARE, INC. 101 TOWNSEND STREET SAN FRANCISCO CA 94107 0 1 0 0 Chief Accounting Officer 0 Class A Common Stock 2023-07-18 4 A 0 120955 0.00 A 120955 D Performance Stock Option (right to buy) 67.79 2023-08-07 4 A 0 100000 0.00 A 2033-08-06 Class A Common Stock 100000 100000 D The reported shares are represented by restricted stock units, or RSUs, which vest as follows: 1.563% of the total RSUs vest quarterly over three quarters commencing on August 15, 2023, 25.00% of the total RSUs vest on May 15, 2024, and 5.86% of the total RSUs vest quarterly thereafter until May 15, 2027. The shares subject to the Performance Stock Option ("PSO") are comprised of nine separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $72.00 to $579.00 (the "2023 Stock Price Goals") at any time between August 7, 2023 and August 6, 2033. Upon satisfaction of a 2023 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 2023 Stock Price Goal for such tranche. The PSO 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. /s/ Lindsey Cochran, by power of attorney 2023-10-19