0001209191-19-049385.txt : 20190912
0001209191-19-049385.hdr.sgml : 20190912
20190912193643
ACCESSION NUMBER: 0001209191-19-049385
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190912
FILED AS OF DATE: 20190912
DATE AS OF CHANGE: 20190912
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SANDELL SCOTT D
CENTRAL INDEX KEY: 0001237289
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39039
FILM NUMBER: 191091344
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: 1209
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
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2019-09-12
0
0001477333
Cloudflare, Inc.
NET
0001237289
SANDELL SCOTT D
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
1
0
1
0
Class B Common Stock
Class A Common Stock
6124554
I
See Note 2
Series B Convertible Preferred Stock
Class B Common Stock
35280610
I
See Note 2
Series C Convertible Preferred Stock
Class B Common Stock
7183310
I
See Note 2
Series D Convertible Preferred Stock
Class A Common Stock
4059376
I
See Note 2
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 Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has no pecuniary interest.
Each share of Series B Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
Each share of Series C Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
Each share of Series D Convertible Preferred Stock shall automatically convert into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
/s/ Sasha Keough, attorney-in-fact
2019-09-12