0000899243-19-023533.txt : 20190912 0000899243-19-023533.hdr.sgml : 20190912 20190912215438 ACCESSION NUMBER: 0000899243-19-023533 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190912 FILED AS OF DATE: 20190912 DATE AS OF CHANGE: 20190912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Underwood Paul D. CENTRAL INDEX KEY: 0001598312 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 191091462 MAIL ADDRESS: STREET 1: C/O CLOUDFLARE, INC. STREET 2: 101 TOWNSEND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-09-12 0 0001477333 Cloudflare, Inc. NET 0001598312 Underwood Paul D. C/O CLOUDFLARE, INC. 101 TOWNSEND STREET SAN FRANCISCO CA 94107 0 1 0 0 Chief Accounting Officer Employee Stock Option (right to buy) 9.97 2029-05-22 Class B Common Stock 120000 D Employee Stock Option (right to buy) 9.97 2029-05-22 Class B Common Stock 120000 D The option is subject to an early exercise provision and is immediately exercisable. 1/4th of the shares vest on March 11, 2020 and 1/16th of the shares vest in 12 equal quarterly installments thereafter. 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. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on March 31, 2020. Exhibit 24 - Power of Attorney /s/ Douglas Kramer, by power of attorney 2019-09-12 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Cloudflare, Inc.
(the "Company"), hereby constitutes and appoints Chad Skinner and Lindsey
Cochran, and each of them, as the undersigned's true and lawful attorney-in-fact
to:

       1.    complete and execute Forms 3, 4 and 5 and other forms and all
             amendments thereto as such attorney-in-fact shall in his discretion
             determine to be required or advisable pursuant to Section 16 of the
             Securities Exchange Act of 1934 (as amended) and the rules and
             regulations promulgated thereunder, or any successor laws and
             regulations, as a consequence of the undersigned's ownership,
             acquisition or disposition of securities of the Company; and

       2.    do all acts necessary in order to file such forms with the SEC,
             any securities exchange or national association, the Company and
             such other person or agency as the attorneys-in-fact shall deem
             appropriate.

       The undersigned hereby ratifies and confirms all that said attorneys-in
-fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 29th day of August, 2019.


                                  Signature: /s/ Paul D. Underwood
                                             -----------------------------------
                                  Print Name: Paul D. Underwood