0000899243-19-023913.txt : 20190919 0000899243-19-023913.hdr.sgml : 20190919 20190919160528 ACCESSION NUMBER: 0000899243-19-023913 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190917 FILED AS OF DATE: 20190919 DATE AS OF CHANGE: 20190919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ledbetter Carl CENTRAL INDEX KEY: 0001366574 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 191101820 MAIL ADDRESS: STREET 1: 2755 EAST COTTONWOOD PARKWAY, SUITE 520 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-09-17 0 0001477333 Cloudflare, Inc. NET 0001366574 Ledbetter Carl C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY UT 84121 1 0 1 0 Class A Common Stock 2019-09-17 4 C 0 831641 A 831641 I See footnote Class A Common Stock 2019-09-17 4 C 0 211603 A 211603 I See footnote Class A Common Stock 2019-09-17 4 C 0 252550 A 252550 I See footnote Series A Convertible Preferred Stock 2019-09-17 4 C 0 314480 0.00 D Class B Common Stock 314480 0 I See footnote Series C Convertible Preferred Stock 2019-09-17 4 C 0 2210230 0.00 D Class B Common Stock 2210230 0 I See footnote Series D Convertible Preferred Stock 2019-09-17 4 C 0 831641 0.00 D Class A Common Stock 831641 0 I See footnote Class B Common Stock 2019-09-17 4 C 0 2524710 0.00 A Class A Common Stock 2524710 2826097 I See footnote Class B Common Stock 2019-09-17 4 P 0 641800 15.00 A Class A Common Stock 641800 3467897 I See footnote Series A Convertible Preferred Stock 2019-09-17 4 C 0 80016 0.00 D Class B Common Stock 80016 0 I See footnote Series C Convertible Preferred Stock 2019-09-17 4 C 0 562370 0.00 D Class B Common Stock 562370 0 I See footnote Series D Convertible Preferred Stock 2019-09-17 4 C 0 211603 0.00 D Class A Common Stock 211603 0 I See footnote Class B Common Stock 2019-09-17 4 C 0 642386 0.00 A Class A Common Stock 642386 719071 I See footnote Class B Common Stock 2019-09-17 4 P 0 163300 15.00 A Class A Common Stock 163300 882371 I See footnote Series A Convertible Preferred Stock 2019-09-17 4 C 0 95500 0.00 D Class B Common Stock 95500 0 I See footnote Series C Convertible Preferred Stock 2019-09-17 4 C 0 671200 0.00 D Class B Common Stock 671200 0 I See footnote Series D Convertible Preferred Stock 2019-09-17 4 C 0 252550 0.00 D Class A Common Stock 252550 0 I See footnote Class B Common Stock 2019-09-17 4 C 0 766700 0.00 A Class A Common Stock 766700 858224 I See footnote Class B Common Stock 2019-09-17 4 P 0 194900 15.00 A Class A Common Stock 194900 1053124 I See footnote Series A Convertible Preferred Stock 2019-09-17 4 C 0 9808604 0.00 D Class B Common Stock 9808604 0 I See footnote Series B Convertible Preferred Stock 2019-09-17 4 C 0 8321250 0.00 D Class B Common Stock 8321250 0 I See footnote Series C Convertible Preferred Stock 2019-09-17 4 C 0 1774260 0.00 D Class B Common Stock 1774260 0 I See footnote Class B Common Stock 2019-09-17 4 C 0 19904114 0.00 A Class A Common Stock 19904114 19904114 I See footnote Series A Convertible Preferred Stock 2019-09-17 4 C 0 3183223 0.00 D Class B Common Stock 3183223 0 I See footnote Series B Convertible Preferred Stock 2019-09-17 4 C 0 2700500 0.00 D Class B Common Stock 2700500 0 I See footnote Series C Convertible Preferred Stock 2019-09-17 4 C 0 575800 0.00 D Class B Common Stock 575800 0 I See footnote Class B Common Stock 2019-09-17 4 C 0 6459523 0.00 A Class A Common Stock 6459523 6459523 I See footnote Series A Convertible Preferred Stock 2019-09-17 4 C 0 6046577 0.00 D Class B Common Stock 6046577 0 I See footnote Series B Convertible Preferred Stock 2019-09-17 4 C 0 5129650 0.00 D Class B Common Stock 5129650 0 I See footnote Series C Convertible Preferred Stock 2019-09-17 4 C 0 1093750 0.00 D Class B Common Stock 1093750 0 I See footnote Class B Common Stock 2019-09-17 4 C 0 12269977 0.00 A Class A Common Stock 12269977 12269977 I See footnote Class B Common Stock Class A Common Stock 497996 497996 I See footnote Class B Common Stock Class A Common Stock 34051 34051 I See footnote Each share of Series D Convertible Preferred Stock automatically converted 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 had no expiration date. 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. Carl Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP V. Each of Mr. Modersitzki and Dr. Ledbetter share 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. 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. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP V. Each of Mr. Modersitzki and Dr. Ledbetter share 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. The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. (PV V Financial). Pelion Ventures V Financial Institutions GP, L.L.C. (PV V Financial GP) is the General Partner of PV V Financial. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an advisor to an affiliate of PV V Financial GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V Financial, but disclaims beneficial ownership of the securities held of record by PV V Financial except to the extent of his individual pecuniary interest therein. Each share of Series A Convertible Preferred Stock automatically converted 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 had no expiration date. 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. Each share of Series C Convertible Preferred Stock automatically converted 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 had no expiration date. 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. Carl Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of UVP IV GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by UVP IV, but disclaims beneficial ownership of the securities held by of record by UVP IV except to the extent of his individual pecuniary interest therein. Each share of Series B Convertible Preferred Stock automatically converted 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 had no expiration date. 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. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of UVP IV GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by UVP IV-A, but disclaims beneficial ownership of the securities held of record by UVP IV-A except to the extent of his individual pecuniary interest therein. The shares are held of record by UV Partners IV Financial Institutions Fund, L.P. (UVP IV Financial). UV Partners IV Financial Institutions GP, L.L.C. (UVP IV Financial GP) is the General Partner of UVP IV Financial, and Blake Modersitzki is the Manager Member of UVP IV Financial GP. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of UVP IV Financial GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by UVP IV Financial, but disclaims beneficial ownership of the securities held of record by UVP IV Financial except to the extent of his individual pecuniary interest therein. 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. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP VI. Each of Mr. Modersitzki and Dr. Ledbetter share 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. 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. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP VI . Each of Mr. Modersitzki and Dr. Ledbetter share 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. This report is one of four reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Pelion Ventures and their applicable members. /s/ Carl Ledbetter 2019-09-18