0001209191-20-046032.txt : 20200810 0001209191-20-046032.hdr.sgml : 20200810 20200810205609 ACCESSION NUMBER: 0001209191-20-046032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200807 FILED AS OF DATE: 20200810 DATE AS OF CHANGE: 20200810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA Partners 13, Limited Partnership CENTRAL INDEX KEY: 0001460752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 201090864 BUSINESS ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-244-0115 MAIL ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA 13 GP, Ltd CENTRAL INDEX KEY: 0001460751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 201090865 BUSINESS ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-244-0115 MAIL ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 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 2020-08-07 0 0001477333 Cloudflare, Inc. NET 0001460752 NEA Partners 13, Limited Partnership 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001460751 NEA 13 GP, Ltd 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Class A Common Stock 2020-08-07 4 C 0 19763347 A 23822723 I See Note 3 Class A Common Stock 2020-08-07 4 J 0 21059140 0.00 D 2763583 I See Note 3 Class A Common Stock 2020-08-07 4 J 0 6465156 0.00 A 6465156 D Class A Common Stock 2020-08-07 4 J 0 6465156 0.00 D 0 D Class B Common Stock 2020-08-07 4 C 0 19763347 0.00 D Class A Common Stock 19763347 23560342 I See Note 3 New Enterprise Associates 13, L.P. ("NEA 13") converted 19,763,347 shares of Class B Common Stock at its option, pursuant to the Issuer's Amended and Restated Certificate of Incorporation, resulting in its acquisition of 19,763,347 shares of Class A Common Stock. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at NEA 13's election and has no expiration date. The shares are directly held by NEA 13 and are indirectly held by NEA Partners 13, Limited Partnership ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (the NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, "Directors") together, the "NEA 13 Indirect Reporting Persons"). The Directors of NEA 13 LTD are Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The NEA 13 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the NEA 13 Indirect Reporting Persons have no pecuniary interest. NEA 13 made a pro rata distribution for no consideration of an aggregate of 21,059,140 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on August 7, 2020. NEA Partners 13 received 6,465,156 shares of Class A Common Stock of the Issuer in the distribution by NEA 13 on August 7, 2020. The shares are directly held by NEA Partners 13 and indirectly held by NEA 13 LTD, the sole general partner of NEA Partners 13, and the Directors of NEA 13 LTD (NEA 13 LTD and the Directors of NEA 13 LTD together, the "NEA Partners 13 Indirect Reporting Persons"). The NEA Partners 13 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA Partners 13 shares in which the NEA Partners 13 Indirect Reporting Persons have no pecuniary interest. NEA Partners 13 made a pro rata distribution for no consideration of an aggregate of 6,465,156 shares of Class A Common Stock of the Issuer to its limited partners on August 7, 2020. /s/ Sasha Keough, attorney-in-fact 2020-08-10