0000899243-23-014527.txt : 20230605
0000899243-23-014527.hdr.sgml : 20230605
20230605211035
ACCESSION NUMBER: 0000899243-23-014527
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230601
FILED AS OF DATE: 20230605
DATE AS OF CHANGE: 20230605
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Prince Matthew
CENTRAL INDEX KEY: 0001786925
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39039
FILM NUMBER: 23994707
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
2023-06-01
0
0001477333
Cloudflare, Inc.
NET
0001786925
Prince Matthew
C/O CLOUDFLARE, INC.
405 COMAL STREET
AUSTIN
TX
78702
1
1
1
0
CEO & Chair of the Board
1
Class A Common Stock
2023-06-01
4
C
0
52384
A
63100
I
See footnote
Class A Common Stock
2023-06-01
4
S
0
1500
67.425
D
61600
I
See footnote
Class A Common Stock
2023-06-01
4
S
0
11833
68.3227
D
49767
I
See footnote
Class A Common Stock
2023-06-01
4
S
0
12065
69.401
D
37702
I
See footnote
Class A Common Stock
2023-06-01
4
S
0
11086
70.4047
D
26616
I
See footnote
Class A Common Stock
2023-06-01
4
S
0
15900
71.0478
D
10716
I
See footnote
Class A Common Stock
2023-06-02
4
C
0
52384
A
63100
I
See footnote
Class A Common Stock
2023-06-02
4
S
0
18465
70.557
D
44635
I
See footnote
Class A Common Stock
2023-06-02
4
S
0
33919
71.1472
D
10716
I
See footnote
Class A Common Stock
2023-06-05
4
C
0
52384
A
63100
I
See footnote
Class A Common Stock
2023-06-05
4
S
0
8350
67.3107
D
54750
I
See footnote
Class A Common Stock
2023-06-05
4
S
0
9770
68.2901
D
44980
I
See footnote
Class A Common Stock
2023-06-05
4
S
0
30881
69.2585
D
14099
I
See footnote
Class A Common Stock
2023-06-05
4
S
0
3383
69.9175
D
10716
I
See footnote
Class A Common Stock
288265
D
Class B Common Stock
2023-06-01
4
C
0
52384
0.00
D
Class A Common Stock
52384
13111776
I
See footnote
Class B Common Stock
2023-06-02
4
C
0
52384
0.00
D
Class A Common Stock
52384
13059392
I
See footnote
Class B Common Stock
2023-06-05
4
C
0
52384
0.00
D
Class A Common Stock
52384
13007008
I
See footnote
Class B Common Stock
Class A Common Stock
0
0
I
See footnote
Class B Common Stock
Class A Common Stock
377772
377772
I
See footnote
Class B Common Stock
Class A Common Stock
6928408
6928408
I
See footnote
Class B Common Stock
Class A Common Stock
1060000
1060000
I
See footnote
Class B Common Stock
Class A Common Stock
6012938
6012938
I
See footnote
Class B Common Stock
Class A Common Stock
4000000
4000000
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 Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as 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 29, 2022.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.82 to $67.80, 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) through (14) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.82 to $68.80, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.84 to $69.83, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.85 to $70.845, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.85 to $71.26, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.83 to $70.825, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.83 to $71.76, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.81 to $67.805, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.81 to $68.80, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.81 to $69.795, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.81 to $69.965, inclusive.
Of the reported shares, 333,334 vest in four months beginning on June 13, 2023.
Includes 1,741,355 shares previously reported as held directly by The Matthew Prince 2021 Grantor Retained Annuity Trust #1 UA 5/25/2021, for which the reporting person serves as co-trustee and investment advisor (the "2021 Annuity Trust #1") which were re-registered on May 30, 2023 and are now held directly by the Revocable Trust.
Excludes 4,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 30, 2023 and are now held directly by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves co-trustee and investment advisor (the "2023 GRAT").
Excludes 1,741,355 shares previously reported as held directly by the 2021 Annuity Trust #1 which were re-registered on May 30, 2023 and are now held directly by the Revocable Trust.
The shares are held of record by the 2021 Annuity Trust #1.
The shares are held of record by The Matthew Prince 2021 Grantor Retained Annuity Trust #2 UA 8/13/2021, for which the reporting person serves as co-trustee and investment advisor.
The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
The shares are held of record by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the reporting person serves as co-trustee and investment advisor.
Consists of 4,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 30, 2023 and are now held directly by the 2023 GRAT.
The shares are held of record by the 2023 GRAT.
/s/ Chad Skinner, by power of attorney
2023-06-05