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