SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
UV PARTNERS IV LP

(Last) (First) (Middle)
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/05/2020 C(1) 1,030,412 A (1) 1,030,412 I See Footnote(2)
Class A Common Stock 03/05/2020 C(1) 334,380 A (1) 334,380 I See Footnote(3)
Class A Common Stock 03/05/2020 C(1) 635,208 A (1) 635,208 I See Footnote(4)
Class A Common Stock 03/05/2020 S 1,030,412 D $22.8 0 I See Footnote(2)
Class A Common Stock 03/05/2020 S 334,380 D $22.8 0 I See Footnote(3)
Class A Common Stock 03/05/2020 S 635,208 D $22.8 0 I See Footnote(4)
Class A Common Stock 831,641 I See Footnote(5)
Class A Common Stock 211,603 I See Footnote(6)
Class A Common Stock 252,550 I See Footnote(7)
Class A Common Stock 2,954,546 I See Footnote(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 03/05/2020 C(1) 1,030,412 (1) (1) Class A Common Stock 1,030,412 $0.00 18,873,702 I See Footnote(2)
Class B Common Stock (1) 03/05/2020 C(1) 334,380 (1) (1) Class A Common Stock 334,380 $0.00 6,125,143 I See Footnote(3)
Class B Common Stock (1) 03/05/2020 C(1) 635,208 (1) (1) Class A Common Stock 635,208 $0.00 11,634,769 I See Footnote(4)
Class B Common Stock (9) (9) (9) Class A Common Stock 3,467,897 3,467,897 I See Footnote(5)
Class B Common Stock (9) (9) (9) Class A Common Stock 882,371 882,371 I See Footnote(6)
Class B Common Stock (9) (9) (9) Class A Common Stock 1,053,124 1,053,124 I See Footnote(7)
Class B Common Stock (9) (9) (9) Class A Common Stock 497,996 497,996 I See Footnote(10)
Class B Common Stock (9) (9) (9) Class A Common Stock 34,051 34,051 I See Footnote(11)
Class B Common Stock (9) (9) (9) Class A Common Stock 662,265 662,265 I See Footnote(8)
1. Name and Address of Reporting Person*
UV PARTNERS IV LP

(Last) (First) (Middle)
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
UV PARTNERS IV-A LP

(Last) (First) (Middle)
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
UV PARTNERS IV FINANCIAL INSTITUTIONS FUND LP

(Last) (First) (Middle)
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
UV Partners IV GP, L.L.C.

(Last) (First) (Middle)
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
UV Partners IV Financial Institutions GP, L.L.C.

(Last) (First) (Middle)
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Modersitzki Blake G

(Last) (First) (Middle)
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
Explanation of Responses:
1. Represents conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock on a 1-for-1 basis. The convertibility of the Class B Common Stock has no expiration date.
2. The shares are held of record by UV Partners IV, L.P. ("UVP IV"). UV Partners IV GP, L.L.C. ("UVP IV GP") is the General Partner of UVP IV, and Blake Modersitzki is the Manager Member of UVP IV GP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV. Each of UVP IV GP and Mr. Modersitzki disclaims beneficial ownership of the securities held by of record by UVP IV except to the extent of its or his respective pecuniary interest therein.
3. The shares are held of record by UV Partners IV-A, L.P. ("UVP IV-A"). UVP IV GP is the General Partner of UVP IV-A, and Blake Modersitzki is the Manager Member of UVP IV GP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV-A. Each of UVP IV GP and Mr. Modersitzki disclaims beneficial ownership of the securities held by of record by UVP IV-A except to the extent of its or his respective pecuniary interest therein.
4. The shares are held of record by UV Partners IV Financial Institutions Fund, L.P. ("UVP IV FIF"). UV Partners IV Financial Institutions GP, L.L.C. ("UVP IV FIGP") is the General Partner of UVP IV FIF, and Blake Modersitzki is the Manager Member of UVP IV FIGP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV FIF. Each of UVP IV FIGP and Mr. Modersitzki disclaims beneficial ownership of the securities held by of record by UVP IV FIF except to the extent of its or his respective pecuniary interest therein.
5. The shares are held of record by Pelion Ventures V, L.P. ("PV V"). Pelion Venture Partners V, L.L.C. ("PVP V") is the General Partner of PV V, and Blake Modersitzki is the Manager Member of PVP V. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V, but disclaims beneficial ownership of the securities held of record by PV V except to the extent of his individual pecuniary interest therein.
6. The shares are held of record by Pelion Ventures V-A, L.P. ("PV V-A"). PVP V is the General Partner of PV V-A, and Blake Modersitzki is the Manager Member of PVP V. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V-A, but disclaims beneficial ownership of the securities held of record by PV V-A except to the extent of his individual pecuniary interest therein.
7. The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. ("PV V FIF"). Pelion Ventures V Financial Institutions GP, L.L.C. ("PV V FIGP") is the General Partner of PV V FIF and Blake Modersitzki is the Manager Member of PV V FIGP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V FIF, but disclaims beneficial ownership of the securities held of record by PV V FIF except to the extent of his individual pecuniary interest therein.
8. The shares are held of record by Pelion Opportunity Fund I, LLC ("POF I"). Pelion Opportunities Partners I, L.L.C. ("POP I") is the Manager of POF I, and Blake Modersitzki is the Manager Member of POP I. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by POF I, but disclaims beneficial ownership of the securities held by of record by POF I except to the extent of his individual pecuniary interest therein.
9. 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.
10. The shares are held of record by Pelion Ventures VI, L.P. ("PV VI"). Pelion Venture Partners VI, L.L.C. ("PVP VI") is the General Partner of PV VI, and Blake Modersitzki is the Manager Member of PVP VI. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV VI, but disclaims beneficial ownership of the securities held of record by PV VI except to the extent of his individual pecuniary interest therein.
11. The shares are held of record by Pelion Ventures VI-A, L.P. ("PV VI-A"). PVP VI is the General Partner of PV VI-A, and Blake Modersitzki is the Manager Member of PVP VI. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV VI-A, but disclaims beneficial ownership of the securities held of record by PV VI-A except to the extent of his individual pecuniary interest therein.
Remarks:
The sales reported herein are matchable, for purposes of Section 16(b) of the Exchange Act, with purchases on September 17, 2019 by certain entities in which Mr. Modersitzki has a pecuniary interest (the "Purchases"). As a result, Mr. Modersitzki is liable for short-swing profits to the extent of his pecuniary interest in the Purchases and the sales reported herein. Mr. Modersitzki has agreed with the Issuer to disgorge his short-swing profits attributable to the matching of the Purchases with the sales reported herein. None of the other reporting persons has any pecuniary interest in the Purchases. Accordingly, no other reporting person has any short-swing liability as a result of the transactions reported herein.
UV Partners IV, L.P. By: UV Partners IV GP, L.L.C. Its: General Partner By: /s/ Blake G. Modersitzki Managing Member 03/09/2020
UV Partners IV-A, L.P. By: UV Partners IV GP, L.L.C. Its: General Partner By: /s/ Blake G. Modersitzki Managing Member 03/09/2020
UV Partners IV Financial Institutions Fund, L.P. By: UV Partners IV Financial Institutions GP, L.L.C. Its: General Partner By: /s/ Blake G. Modersitzki Managing Member 03/09/2020
UV Partners IV GP, L.L.C. By: /s/ Blake G. Modersitzki Managing Member 03/09/2020
UV Partners IV Financial Institutions GP, L.L.C. By: /s/ Blake G. Modersitzki Managing Member 03/09/2020
/s/ Blake G. Modersitzki 03/09/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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