0001209191-23-010885.txt : 20230217 0001209191-23-010885.hdr.sgml : 20230217 20230217184818 ACCESSION NUMBER: 0001209191-23-010885 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230215 FILED AS OF DATE: 20230217 DATE AS OF CHANGE: 20230217 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: 23644586 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 2023-02-15 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 2023-02-15 4 C 0 624608 0.00 A 624608 I See Note 3 Class A Common Stock 2023-02-15 4 J 0 624608 0.00 D 0 I See Note 3 Class A Common Stock 2023-02-15 4 J 0 191755 0.00 A 191755 I See Note 6 Class A Common Stock 2023-02-15 4 J 0 191755 0.00 D 0 I See Note 6 Class A Common Stock 2023-02-15 4 J 0 5142 0.00 A 5142 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 339926 I See Note 12 Class A Common Stock 3454 D Class B Common Stock 2023-02-15 4 C 0 624608 0.00 D Class A Common Stock 624608 1249215 I See Note 3 New Enterprise Associates 13, L.P. ("NEA 13") converted 624,608 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 624,608 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 manager of NEA 13 GP, LLC ("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, 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 held by NEA 13 in which the Reporting Person has no pecuniary interest. NEA 13 made a pro rata distribution of 624,608 shares of Class A Common Stock of the Issuer to its general partner and limited partners for no consideration on February 15, 2023. NEA Partners 13 received 191,755 shares of Class A Common Stock of the Issuer in the distribution made by NEA 13 on February 15, 2023. The Reporting Person is a manager 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 held by NEA Partners 13 in which the Reporting Person has no pecuniary interest. NEA Partners 13 made a pro rata distribution of 191,755 shares of Class A Common Stock of the Issuer to its limited partners for no consideration on February 15, 2023. The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 5,142 shares of Class A Common Stock of the Issuer in the distribution made by NEA Partners 13 on February 15, 2023. 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 Exchagne Act of 1934, as amended, or otherwise of such portion of the securities held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest. The Reporting Person is the trustee of the SS 2022 CF GRAT 2 dated 12/6/2022 (the "SS 2022 CF GRAT 2"), which is the direct beneficial owner of the securities. The Blue Mountain Trust received 41,000 shares of Class A Common Stock as an annuity payment from the SS 2021 CF GRAT on December 19, 2022 and subsequently transferred the shares to the SS 2022 CF GRAT 2, of which the Reporting Person is the trustee. The transfers represented mere changes in the form of beneficial ownership exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13. The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the securities. The Reporting Person is the trustee of the SS 2022 CF GRAT dated 3/8/2022, which is the direct beneficial owner of the securities. /s/ Louis Citron, attorney-in-fact 2023-02-17