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