0000899243-23-018673.txt : 20230907 0000899243-23-018673.hdr.sgml : 20230907 20230907200730 ACCESSION NUMBER: 0000899243-23-018673 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230905 FILED AS OF DATE: 20230907 DATE AS OF CHANGE: 20230907 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: 231243500 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 X0508 4 2023-09-05 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 2023-09-05 4 C 0 52384 A 63107 I See footnote Class A Common Stock 2023-09-05 4 S 0 9979 63.6417 D 53128 I See footnote Class A Common Stock 2023-09-05 4 S 0 33131 64.4326 D 19997 I See footnote Class A Common Stock 2023-09-05 4 S 0 9274 65.1827 D 10723 I See footnote Class A Common Stock 2023-09-06 4 C 0 52384 A 63107 I See footnote Class A Common Stock 2023-09-06 4 S 0 31625 63.7232 D 31482 I See footnote Class A Common Stock 2023-09-06 4 S 0 18359 64.277 D 13123 I See footnote Class A Common Stock 2023-09-06 4 S 0 2400 65.142 D 10723 I See footnote Class A Common Stock 2023-09-07 4 C 0 52384 A 63107 I See footnote Class A Common Stock 2023-09-07 4 S 0 6500 61.4174 D 56607 I See footnote Class A Common Stock 2023-09-07 4 S 0 8097 62.1495 D 48510 I See footnote Class A Common Stock 2023-09-07 4 S 0 22528 63.2376 D 25982 I See footnote Class A Common Stock 2023-09-07 4 S 0 15259 63.8203 D 10723 I See footnote Class A Common Stock 269047 D Class B Common Stock 2023-09-05 4 C 0 52384 0.00 D Class A Common Stock 52384 12663008 I See footnote Class B Common Stock 2023-09-06 4 C 0 52384 0.00 D Class A Common Stock 52384 12610624 I See footnote Class B Common Stock 2023-09-07 4 C 0 52384 0.00 D Class A Common Stock 52384 12558240 I See footnote Class B Common Stock Class A Common Stock 0 0 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 2478738 2478738 I See footnote Class B Common Stock Class A Common Stock 4000000 4000000 I See footnote Class B Common Stock Class A Common Stock 3900000 3900000 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 $63.08 to $64.075, 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 (13) 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 $64.08 to $65.07, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.08 to $65.37, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.04 to $64.035, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.04 to $65.03, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.04 to $65.26, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.70 to $61.69, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.70 to $62.68, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.70 to $63.69, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.70 to $63.97, inclusive. Of the reported shares, 83,334 vest on September 13, 2023. Includes 377,772 shares previously reported as held directly 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 "2021 Annuity Trust #2") and 3,534,200 shares previously reported as held directly 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 (the "2022 Annuity Trust") which were re-registered on August 22, 2023 and are now held directly by the Revocable Trust. Excludes 3,900,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 22, 2023 and are now held directly by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor (the "2023 Annuity Trust #2"). Excludes 377,772 shares previously reported as held directly by the 2021 Annuity Trust #2 which were re-registered on August 22, 2023 and are now held directly by the Revocable Trust. The shares are held of record by the 2021 Annuity Trust #2. 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. Excludes 3,534,200 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on August 22, 2023 and are now held directly by the Revocable Trust. The shares are held of record by the 2022 Annuity Trust. The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves as co-trustee and investment advisor. Consists of 3,900,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 22, 2023 and are now held directly by the 2023 Annuity Trust #2. The shares are held of record by the 2023 Annuity Trust #2. /s/ Lindsey Cochran, by power of attorney 2023-09-07