0001104659-24-032587.txt : 20240308
0001104659-24-032587.hdr.sgml : 20240308
20240308192027
ACCESSION NUMBER: 0001104659-24-032587
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240306
FILED AS OF DATE: 20240308
DATE AS OF CHANGE: 20240308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zatlyn Michelle
CENTRAL INDEX KEY: 0001786951
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39039
FILM NUMBER: 24736190
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]
ORGANIZATION NAME: 06 Technology
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
tm248401-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-03-06
0
0001477333
Cloudflare, Inc.
NET
0001786951
Zatlyn Michelle
C/O CLOUDFLARE, INC.
101 TOWNSEND STREET
SAN FRANCISCO
CA
94107
1
1
0
0
President and COO
1
Class A Common Stock
2024-03-06
4
C
0
20512
A
59057
I
See footnote
Class A Common Stock
2024-03-06
4
S
0
15595
97.7114
D
43462
I
See footnote
Class A Common Stock
2024-03-06
4
S
0
4737
98.7389
D
38725
I
See footnote
Class A Common Stock
2024-03-06
4
S
0
180
99.1622
D
38545
I
See footnote
Class A Common Stock
2024-03-06
4
C
0
5128
A
24743
I
See footnote
Class A Common Stock
2024-03-06
4
S
0
3903
97.7121
D
20840
I
See footnote
Class A Common Stock
2024-03-06
4
S
0
1180
98.7399
D
19660
I
See footnote
Class A Common Stock
2024-03-06
4
S
0
45
99.1622
D
19615
I
See footnote
Class A Common Stock
2024-03-07
4
C
0
20512
A
59057
I
See footnote
Class A Common Stock
2024-03-07
4
S
0
16192
98.5466
D
42865
I
See footnote
Class A Common Stock
2024-03-07
4
S
0
4320
99.3902
D
38545
I
See footnote
Class A Common Stock
2024-03-07
4
C
0
5128
A
24743
I
See footnote
Class A Common Stock
2024-03-07
4
S
0
4048
98.5466
D
20695
I
See footnote
Class A Common Stock
2024-03-07
4
S
0
1080
99.3902
D
19615
I
See footnote
Class A Common Stock
2024-03-08
4
C
0
20512
A
59057
I
See footnote
Class A Common Stock
2024-03-08
4
S
0
6799
100.5863
D
52258
I
See footnote
Class A Common Stock
2024-03-08
4
S
0
13713
101.2345
D
38545
I
See footnote
Class A Common Stock
2024-03-08
4
C
0
5128
A
24743
I
See footnote
Class A Common Stock
2024-03-08
4
S
0
1716
100.5838
D
23027
I
See footnote
Class A Common Stock
2024-03-08
4
S
0
3412
101.2388
D
19615
I
See footnote
Class A Common Stock
230612
D
Employee Stock Option (right to buy)
2.04
2024-03-06
4
M
0
20512
0
D
2027-08-07
Class B Common Stock
20512
3179476
D
Class B Common Stock
2024-03-06
4
M
0
20512
0
A
Class A Common Stock
20512
20512
D
Class B Common Stock
2024-03-06
4
C
0
20512
0
D
Class A Common Stock
20512
0
D
Class B Common Stock
2024-03-06
4
C
0
5128
0
D
Class A Common Stock
5128
1328917
I
See footnote
Employee Stock Option (right to buy)
2.04
2024-03-07
4
M
0
20512
0
D
2027-08-07
Class B Common Stock
20512
3158964
D
Class B Common Stock
2024-03-07
4
M
0
20512
0
A
Class A Common Stock
20512
20512
D
Class B Common Stock
2024-03-07
4
C
0
20512
0
D
Class A Common Stock
20512
0
D
Class B Common Stock
2024-03-07
4
C
0
5128
0
D
Class A Common Stock
5128
1323789
I
See footnote
Employee Stock Option (right to buy)
2.04
2024-03-08
4
M
0
20512
0
D
2027-08-07
Class B Common Stock
20512
3138452
D
Class B Common Stock
2024-03-08
4
M
0
20512
0
A
Class A Common Stock
20512
20512
D
Class B Common Stock
2024-03-08
4
C
0
20512
0
D
Class A Common Stock
20512
0
D
Class B Common Stock
2024-03-08
4
C
0
5128
0
D
Class A Common Stock
5128
1318661
I
See footnote
Class B Common Stock
Class A Common Stock
3081285
3081285
I
See footnote
Class B Common Stock
Class A Common Stock
294275
294275
I
See footnote
Class B Common Stock
Class A Common Stock
808611
808611
I
See footnote
Class B Common Stock
Class A Common Stock
1562792
1562792
I
See footnote
Class B Common Stock
Class A Common Stock
250000
250000
I
See footnote
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 are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").
The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2022.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.16 to $98.15, 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) through (6) and (8) through (11) 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 $98.16 to $99.15, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.16 to $99.17, inclusive.
The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.05 to $99.03, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.08 to $99.61, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.00 to $100.99,
inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.00 to $101.695, inclusive.
Shares subject to the option are fully vested and immediately exercisable.
Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust.
The shares are held of record by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.
The shares are held of record by The Sutherland/Zatlyn 2022 Annuity Trust dated May 26, 2022, for which the reporting person serves as co-trustee.
The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee.
The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee.
/s/ Lindsey Cochran, by power of attorney
2024-03-08