0001209191-21-063886.txt : 20211110 0001209191-21-063886.hdr.sgml : 20211110 20211110170245 ACCESSION NUMBER: 0001209191-21-063886 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211108 FILED AS OF DATE: 20211110 DATE AS OF CHANGE: 20211110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDELL SCOTT D CENTRAL INDEX KEY: 0001237289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 211397655 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 2021-11-08 0 0001477333 Cloudflare, Inc. NET 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 0 0 Class A Common Stock 2021-11-08 4 C 0 984065 A 1873824 I See Note 3 Class A Common Stock 2021-11-08 4 J 0 1873824 0.00 D 0 I See Note 3 Class A Common Stock 2021-11-08 4 J 0 575264 0.00 A 575264 I See Note 6 Class A Common Stock 2021-11-08 4 J 0 575264 0.00 D 0 I See Note 6 Class A Common Stock 2021-11-08 4 J 0 15424 0.00 A 339926 I See Note 9 Class A Common Stock 41000 I See Note 10 Class A Common Stock 37000 I See Note 11 Class A Common Stock 9063 D Class B Common Stock 2021-11-08 4 C 0 984065 0.00 D Class A Common Stock 984065 1873823 I See Note 3 New Enterprise Associates 13, L.P. ("NEA 13") converted 984,065 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 984,065 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 Reporting Person is a director of NEA 13 GP, LTD ("NEA 13 GP"), which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of 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 securities of the Issuer held by NEA 13 in which the Reporting Person has no pecuniary interest. NEA 13 made a pro rata distribution for no consideration of an aggregate of 1,873,824 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on November 8, 2021. NEA Partners 13 received 575,264 shares of Class A Common Stock of the Issuer in the distribution by NEA 13 on November 8, 2021. The Reporting Person is a director of NEA 13 GP, which is the sole general partner of NEA Partners 13, 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 securities of the Issuer held by NEA Partners 13 in which the Reporting Person has no pecuniary interest. NEA Partners 13 made a pro rata distribution for no consideration of an aggregate of 575,264 shares of Class A Common Stock of the Issuer to its limited partners on November 8, 2021. The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 15,424 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 13 on November 8, 2021. The Reporting Person is the trustee of the Blue Mountain Trust, 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, of such portion of the securities of the Issuer held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest. The Reporting Person is the trustee of the SS 2021 CF GRAT, which is the direct beneficial owner of the securities. The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the securities. /s/ Sasha Keough, attorney-in-fact 2021-11-10