0001104659-24-034658.txt : 20240314 0001104659-24-034658.hdr.sgml : 20240314 20240314201151 ACCESSION NUMBER: 0001104659-24-034658 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240312 FILED AS OF DATE: 20240314 DATE AS OF CHANGE: 20240314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prince Matthew CENTRAL INDEX KEY: 0001786925 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 24752138 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] ORGANIZATION NAME: 06 Technology 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 tm248892-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-12 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 2024-03-12 4 C 0 52384 A 64567 I See footnote Class A Common Stock 2024-03-12 4 S 0 18923 96.1268 D 45644 I See footnote Class A Common Stock 2024-03-12 4 S 0 31264 96.914 D 14380 I See footnote Class A Common Stock 2024-03-12 4 S 0 2197 97.5637 D 12183 I See footnote Class A Common Stock 2024-03-13 4 C 0 52384 A 64567 I See footnote Class A Common Stock 2024-03-13 4 S 0 19446 96.2311 D 45121 I See footnote Class A Common Stock 2024-03-13 4 S 0 31288 97.1548 D 13833 I See footnote Class A Common Stock 2024-03-13 4 S 0 1650 97.8253 D 12183 I See footnote Class A Common Stock 2024-03-14 4 C 0 52384 A 64567 I See footnote Class A Common Stock 2024-03-14 4 S 0 10202 93.1875 D 54365 I See footnote Class A Common Stock 2024-03-14 4 S 0 29006 94.1317 D 25359 I See footnote Class A Common Stock 2024-03-14 4 S 0 9676 95.0763 D 15683 I See footnote Class A Common Stock 2024-03-14 4 S 0 3400 96.0138 D 12283 I See footnote Class A Common Stock 2024-03-14 4 S 0 100 96.765 D 12183 I See footnote Class A Common Stock 230612 D Class B Common Stock 2024-03-12 4 C 0 52384 0 D Class A Common Stock 52384 11727242 I See footnote Class B Common Stock 2024-03-13 4 C 0 52384 0 D Class A Common Stock 52384 11674858 I See footnote Class B Common Stock 2024-03-14 4 C 0 52384 0 D Class A Common Stock 52384 11622474 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 $95.42 to $96.415, 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 $96.42 to $97.415, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.42 to $98.19, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.74 to $96.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.74 to $97.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.74 to $98.055, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.68 to $93.67, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.68 to $94.675, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.68 to $95.67, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.68 to $96.66, inclusive. 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. 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. The shares are held of record 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. /s/ Lindsey Cochran, by power of attorney 2024-03-14