0000899243-23-013457.txt : 20230519 0000899243-23-013457.hdr.sgml : 20230519 20230519204041 ACCESSION NUMBER: 0000899243-23-013457 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230517 FILED AS OF DATE: 20230519 DATE AS OF CHANGE: 20230519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zatlyn Michelle CENTRAL INDEX KEY: 0001786951 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 23942175 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: 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 X0407 4 2023-05-17 0 0001477333 Cloudflare, Inc. NET 0001786951 Zatlyn Michelle C/O CLOUDFLARE, INC. 101 TOWNSEND STREET SAN FRANCISCO CA 94107 1 1 0 0 President and COO 1 Class A Common Stock 2023-05-17 4 C 0 10256 A 19945 I See footnote Class A Common Stock 2023-05-17 4 S 0 10256 51.5688 D 9689 I See footnote Class A Common Stock 2023-05-17 4 C 0 2564 A 2564 I See footnote Class A Common Stock 2023-05-17 4 S 0 2564 51.5688 D 0 I See footnote Class A Common Stock 2023-05-18 4 C 0 10256 A 19945 I See footnote Class A Common Stock 2023-05-18 4 S 0 10256 54.5561 D 9689 I See footnote Class A Common Stock 2023-05-18 4 C 0 2564 A 2564 I See footnote Class A Common Stock 2023-05-18 4 S 0 2564 54.5561 D 0 I See footnote Class A Common Stock 2023-05-19 4 C 0 10256 A 19945 I See footnote Class A Common Stock 2023-05-19 4 S 0 6231 58.4446 D 13714 I See footnote Class A Common Stock 2023-05-19 4 S 0 4025 59.4175 D 9689 I See footnote Class A Common Stock 2023-05-19 4 C 0 2564 A 2564 I See footnote Class A Common Stock 2023-05-19 4 S 0 1553 58.4414 D 1011 I See footnote Class A Common Stock 2023-05-19 4 S 0 1011 59.4178 D 0 I See footnote Employee Stock Option (right to buy) 2.04 2023-05-17 4 M 0 10256 0.00 D 2027-08-07 Class B Common Stock 10256 3835876 D Class B Common Stock 2023-05-17 4 M 0 10256 0.00 A Class A Common Stock 10256 10256 D Class B Common Stock 2023-05-17 4 C 0 10256 0.00 D Class A Common Stock 10256 0 D Class B Common Stock 2023-05-17 4 C 0 2564 0.00 D Class A Common Stock 2564 1535256 I See footnote Employee Stock Option (right to buy) 2.04 2023-05-18 4 M 0 10256 0.00 D 2027-08-07 Class B Common Stock 10256 3825620 D Class B Common Stock 2023-05-18 4 M 0 10256 0.00 A Class A Common Stock 10256 10256 D Class B Common Stock 2023-05-18 4 C 0 10256 0.00 D Class A Common Stock 10256 0 D Class B Common Stock 2023-05-18 4 C 0 2564 0.00 D Class A Common Stock 2564 1532692 I See footnote Employee Stock Option (right to buy) 2.04 2023-05-19 4 M 0 10256 0.00 D 2027-08-07 Class B Common Stock 10256 3815364 D Class B Common Stock 2023-05-19 4 M 0 10256 0.00 A Class A Common Stock 10256 10256 D Class B Common Stock 2023-05-19 4 C 0 10256 0.00 D Class A Common Stock 10256 0 D Class B Common Stock 2023-05-19 4 C 0 2564 0.00 D Class A Common Stock 2564 1530128 I See footnote Class B Common Stock Class A Common Stock 3344810 3344810 I See footnote Class B Common Stock Class A Common Stock 294275 294275 I See footnote Class B Common Stock Class A Common Stock 971403 971403 I See footnote Class B Common Stock Class A Common Stock 1400000 1400000 I See footnote 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 shares are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust"). The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2022 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.30 to $51.81, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (6) through (8) to this Form 4. The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.28 to $54.89, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.10 to $59.095, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.10 to $59.72, inclusive. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments following September 13, 2019. Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust. The shares are held of record by SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor. The shares are held of record by The Sutherland/Zatlyn 2021 Annuity Trust dated May 22, 2021, for which the reporting person serves as co-trustee The shares are held of record by The Sutherland/Zatlyn 2022 Annuity Trust dated May 26, 2022, for which the reporting person serves as co-trustee. /s/ Lindsey Cochran, by power of attorney 2023-05-19