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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Pelion Ventures V, L.P.

(Last) (First) (Middle)
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)
06/15/2020
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 06/15/2020 C(1) 772,287 A (1) 962,700 I Footnote(2)(3)
Class A Common Stock 06/15/2020 C(1) 196,639 A (1) 244,950 I Footnote(3)(4)
Class A Common Stock 06/15/2020 C(1) 234,694 A (1) 292,350 I Footnote(5)(6)
Class A Common Stock 06/15/2020 S 962,700 D $31.1559(7) 0 I Footnote(2)(3)
Class A Common Stock 06/15/2020 S 244,950 D $31.1559(7) 0 I Footnote(3)(4)
Class A Common Stock 06/15/2020 S 292,350 D $31.1559(7) 0 I Footnote(5)(6)
Class A Common Stock 06/16/2020 C(1) 449,260 A (1) 449,260 I Footnote(2)(3)
Class A Common Stock 06/16/2020 C(1) 114,310 A (1) 114,310 I Footnote(3)(4)
Class A Common Stock 06/16/2020 C(1) 136,430 A (1) 136,430 I Footnote(5)(6)
Class A Common Stock 06/16/2020 S 449,260 D $31.1765(8) 0 I Footnote(2)(3)
Class A Common Stock 06/16/2020 S 114,310 D $31.1765(8) 0 I Footnote(3)(4)
Class A Common Stock 06/16/2020 S 136,430 D $31.1765(8) 0 I Footnote(5)(6)
Class A Common Stock 1 I Footnote(9)(10)
Class A Common Stock 2,954,546 I Footnote(11)
Class A Common Stock 748,660 I Footnote(12)
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) 06/15/2020 C(1) 772,827 (1) (1) Class A Common Stock 772,827 $0.00 2,695,070 I Footnote(2)(3)
Class B Common Stock (1) 06/15/2020 C(1) 196,639 (1) (1) Class A Common Stock 196,639 $0.00 685,732 I Footnote(3)(4)
Class B Common Stock (1) 06/15/2020 C(1) 234,694 (1) (1) Class A Common Stock 234,694 $0.00 818,430 I Footnote(5)(6)
Class B Common Stock (1) 06/16/2020 C(1) 449,260 (1) (1) Class A Common Stock 449,260 $0.00 2,245,810 I Footnote(2)(3)
Class B Common Stock (1) 06/16/2020 C(1) 114,310 (1) (1) Class A Common Stock 114,310 $0.00 571,422 I Footnote(3)(4)
Class B Common Stock (1) 06/16/2020 C(1) 136,430 (1) (1) Class A Common Stock 136,430 $0.00 682,000 I Footnote(5)(6)
Class B Common Stock (13) (13) (13) Class A Common Stock 12,691,450 12,691,450 I Footnote(10)(14)
Class B Common Stock (13) (13) (13) Class A Common Stock 4,118,790 4,118,790 I Footnote(10)(15)
Class B Common Stock (13) (13) (13) Class A Common Stock 7,823,644 7,823,644 I Footnote(16)(17)
Class B Common Stock (13) (13) (13) Class A Common Stock 497,996 497,996 I Footnote(18)
Class B Common Stock (13) (13) (13) Class A Common Stock 34,051 34,051 I Footnote(19)
Class B Common Stock (13) (13) (13) Class A Common Stock 622,265 622,265 I Footnote(11)
1. Name and Address of Reporting Person*
Pelion Ventures V, L.P.

(Last) (First) (Middle)
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pelion Ventures V-A, L.P.

(Last) (First) (Middle)
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pelion Ventures V Financial Institutions Fund, L.P.

(Last) (First) (Middle)
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pelion Venture Partners V, L.L.C.

(Last) (First) (Middle)
2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pelion Ventures V Financial Institutions GP, L.L.C.

(Last) (First) (Middle)
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)
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 Pelion Ventures V, L.P. ("PV V").
3. Pelion Venture Partners V, L.L.C. ("PVP V") is the General Partner of PV V and PV V-A, but disclaims beneficial ownership of the securities held of record by PV V and PV V-A except to the extent of its pecuniary interest therein. Blake Modersitzki is the Managing Member of PVP V. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V, PV V-A and PVP V, but disclaims beneficial ownership of the securities held by of record by PV V, PV V-A and PVP V except to the extent of his individual pecuniary interest therein.
4. The shares are held of record by Pelion Ventures V-A, L.P. ("PV V-A").
5. The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. ("PV V FIF").
6. Pelion Ventures V Financial Institutions GP, L.L.C. ("PV V FIGP") is the General Partner of PV V FIF, but disclaims beneficial ownership of the securities held of record by PV V FIF except to the extent of its pecuniary interest therein. 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 and PV V FIGP, but disclaims beneficial ownership of the securities held of record by PV V FIF and PV V FIGP except to the extent of his individual pecuniary interest therein.
7. These sales were executed in multiple trades at prices ranging from $31.00 to $31.73. The price reported above reflects the weighted average sale price. The applicable Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
8. These sales were executed in multiple trades at prices ranging from $31.00 to $31.95. The price reported above reflects the weighted average sale price. The applicable Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
9. The shares are held of record by UV Partners IV GP, L.L.C. ("UVP IV GP").
10. UVP IV GP is the General Partner of UV Partners IV, L.P. ("UVP IV") and UV Partners IV-A, L.P. ("UVP IV-A"), but disclaims beneficial ownership of the securities held of record by UVP IV and UVP IV-A except to the extent of its pecuniary interest therein. Blake Modersitzki is the Managing Member of UVP IV GP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV, UVP IV-A and UVP IV GP, but disclaims beneficial ownership of the securities held by of record by UVP IV, UVP IV-A and UVP IV GP except to the extent of his individual pecuniary interest therein.
11. 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.
12. The shares are held of record by Blake G. Modersitzki.
13. 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
14. The shares are held of record by UVP IV.
15. The shares are held of record by UVP IV-A.
16. The shares are held of record by UV Partners IV Financial Institutions Fund, L.P. ("UVP IV FIF").
17. UV Partners IV Financial Institutions GP, L.L.C. ("UVP IV FIGP") is the General Partner of UVP IV FIF, but disclaims beneficial ownership of the securities held of record by UVP IV FIF except to the extent of its pecuniary interest therein. 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 and UVP IV FIGP, but disclaims beneficial ownership of the securities held of record by UVP IV FIF and UVP IV FIGP except to the extent of his individual pecuniary interest therein.
18. 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.
19. 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:
/s/ Blake Modersitzki, Managing Member of the General Partner of Pelion Ventures V, L.P. 06/17/2020
/s/ Blake Modersitzki, Managing Member of the General Partner of Pelion Ventures V-A, L.P. 06/17/2020
/s/ Blake Modersitzki, Managing Member of the General Partner of Pelion Ventures V Financial Institutions Fund, L.P. 06/17/2020
/s/ Blake Modersitzki, Managing Member of Pelion Venture Partners V, L.L.C. 06/17/2020
/s/ Blake Modersitzki, Managing Member of Pelion Ventures V Financial Institutions GP, L.L.C. 06/17/2020
/s/ Blake Modersitzki 06/17/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.