0000899243-23-019399.txt : 20230921 0000899243-23-019399.hdr.sgml : 20230921 20230921204845 ACCESSION NUMBER: 0000899243-23-019399 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230919 FILED AS OF DATE: 20230921 DATE AS OF CHANGE: 20230921 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: 231270076 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 2023-09-19 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 2023-09-19 4 C 0 10256 A 29634 I See footnote Class A Common Stock 2023-09-19 4 S 0 6034 59.9026 D 23600 I See footnote Class A Common Stock 2023-09-19 4 S 0 4222 60.9547 D 19378 I See footnote Class A Common Stock 2023-09-19 4 C 0 2564 A 2564 I See footnote Class A Common Stock 2023-09-19 4 S 0 1511 59.9038 D 1053 I See footnote Class A Common Stock 2023-09-19 4 S 0 1053 60.9553 D 0 I See footnote Class A Common Stock 2023-09-20 4 C 0 10256 A 29634 I See footnote Class A Common Stock 2023-09-20 4 S 0 10256 59.8798 D 19378 I See footnote Class A Common Stock 2023-09-20 4 C 0 2564 A 2564 I See footnote Class A Common Stock 2023-09-20 4 S 0 2564 59.8798 D 0 I See footnote Class A Common Stock 2023-09-21 4 C 0 10256 A 29634 I See footnote Class A Common Stock 2023-09-21 4 S 0 10256 58.2807 D 19378 I See footnote Class A Common Stock 2023-09-21 4 C 0 2564 A 2564 I See footnote Class A Common Stock 2023-09-21 4 S 0 2564 58.2807 D 0 I See footnote Class A Common Stock 269047 D Employee Stock Option (right to buy) 2.04 2023-09-19 4 M 0 10256 0.00 D 2027-08-07 Class B Common Stock 10256 3712804 D Class B Common Stock 2023-09-19 4 M 0 10256 0.00 A Class A Common Stock 10256 10256 D Class B Common Stock 2023-09-19 4 C 0 10256 0.00 D Class A Common Stock 10256 0 D Class B Common Stock 2023-09-19 4 C 0 2564 0.00 D Class A Common Stock 2564 1504488 I See footnote Employee Stock Option (right to buy) 2.04 2023-09-20 4 M 0 10256 0.00 D 2027-08-07 Class B Common Stock 10256 3702548 D Class B Common Stock 2023-09-20 4 M 0 10256 0.00 A Class A Common Stock 10256 10256 D Class B Common Stock 2023-09-20 4 C 0 10256 0.00 D Class A Common Stock 10256 0 D Class B Common Stock 2023-09-20 4 C 0 2564 0.00 D Class A Common Stock 2564 1501924 I See footnote Employee Stock Option (right to buy) 2.04 2023-09-21 4 M 0 10256 0.00 D 2027-08-07 Class B Common Stock 10256 3692292 D Class B Common Stock 2023-09-21 4 M 0 10256 0.00 A Class A Common Stock 10256 10256 D Class B Common Stock 2023-09-21 4 C 0 10256 0.00 D Class A Common Stock 10256 0 D Class B Common Stock 2023-09-21 4 C 0 2564 0.00 D Class A Common Stock 2564 1499360 I See footnote Class B Common Stock Class A Common Stock 3094810 3094810 I See footnote Class B Common Stock Class A Common Stock 294275 294275 I See footnote Class B Common Stock Class A Common Stock 808611 808611 I See footnote Class B Common Stock Class A Common Stock 1562792 1562792 I See footnote Class B Common Stock Class A Common Stock 250000 250000 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 $59.725 to $60.29, 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), (5), (7) and (8) 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 $60.79 to $61.18, inclusive. 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 $59.41 to $60.38, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.88 to $58.73, 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. Excludes 250,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 30, 2023 and are now held directly by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee (the "2023 Annuity Trust 2"). The shares are held of record by The 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 2022 Annuity Trust dated May 26, 2022, for which the reporting person serves as co-trustee. The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee. Consists of 250,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 30, 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 2023-09-21