SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Prince Matthew

(Last)

(First)

(Middle)

C/O CLOUDFLARE, INC.

106 E. 6TH STREET, SUITE 350

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chair of the Board

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/09/2022		C		52,384	A	⁽¹⁾	52,384	I	See footnote⁽²⁾
Class A Common Stock	09/09/2022		S⁽³⁾		4,169	D	$64.2932⁽⁴⁾	48,215	I	See footnote⁽²⁾
Class A Common Stock	09/09/2022		S⁽³⁾		7,596	D	$65.3902⁽⁵⁾	40,619	I	See footnote⁽²⁾
Class A Common Stock	09/09/2022		S⁽³⁾		33,655	D	$66.1371⁽⁶⁾	6,964	I	See footnote⁽²⁾
Class A Common Stock	09/09/2022		S⁽³⁾		6,964	D	$66.8827⁽⁷⁾	0	I	See footnote⁽²⁾
Class A Common Stock	09/12/2022		C		52,384	A	⁽¹⁾	52,384	I	See footnote⁽²⁾
Class A Common Stock	09/12/2022		S⁽³⁾		9,713	D	$64.852⁽⁸⁾	42,671	I	See footnote⁽²⁾
Class A Common Stock	09/12/2022		S⁽³⁾		20,845	D	$65.709⁽⁹⁾	21,826	I	See footnote⁽²⁾
Class A Common Stock	09/12/2022		S⁽³⁾		21,826	D	$66.6216⁽¹⁰⁾	0	I	See footnote⁽²⁾
Class A Common Stock	09/13/2022		C		52,384	A	⁽¹⁾	52,384	I	See footnote⁽²⁾
Class A Common Stock	09/13/2022		S⁽³⁾		13,955	D	$59.8263⁽¹¹⁾	38,429	I	See footnote⁽²⁾
Class A Common Stock	09/13/2022		S⁽³⁾		25,416	D	$60.5285⁽¹²⁾	13,013	I	See footnote⁽²⁾
Class A Common Stock	09/13/2022		S⁽³⁾		12,613	D	$61.4055⁽¹³⁾	400	I	See footnote⁽²⁾
Class A Common Stock	09/13/2022		S⁽³⁾		400	D	$62.2438⁽¹⁴⁾	0	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	09/09/2022		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0.00	16,811,435⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	09/12/2022		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0.00	16,759,051⁽¹⁵⁾	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	09/13/2022		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0.00	16,706,667⁽¹⁵⁾	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	0		0⁽¹⁸⁾	I	See footnote⁽¹⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,741,355		1,741,355⁽²⁰⁾	I	See footnote⁽²¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	377,772		377,772⁽²²⁾	I	See footnote⁽²³⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	6,928,408		6,928,408⁽²⁴⁾	I	See footnote⁽²⁵⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,060,000		1,060,000	I	See footnote⁽²⁶⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	6,012,938		6,012,938⁽²⁷⁾	I	See footnote⁽²⁸⁾

Explanation of Responses:

1. 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.

2. 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").

3. 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, 2021.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.725 to $64.72, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.73 to $65.725, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.73 to $66.725, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.73 to $67.08, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.26 to $65.25, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.26 to $66.255, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.26 to $67.055, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.08 to $60.075, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.08 to $61.07, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.08 to $62.07, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.095 to $62.45, inclusive.

15. Of the reported shares, 1,083,334 vest in 13 months beginning on September 13, 2022.

16. Includes (i) 132,065 shares previously reported as held directly by The Matthew Prince 2020 Annuity Trust dated May 20, 2020, for which the reporting person serves as co-trustee and investment advisor (the "2020 Annuity Trust") which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust; (ii) 2,258,645 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 ("2021 GRAT #1") which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust and (iii) 3,622,228 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 GRAT #2") which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust.

17. Excludes 6,012,938 shares previously reported as held directly by the Revocable Trust which were re-registered on August 22, 2022 and are now held directly by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the reporting person serves co-trustee and investment advisor (the "2022 GRAT").

18. Excludes (i) 132,065 shares previously reported as held directly by the 2020 Annuity Trust which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust and (ii) 358,966 shares previously reported as held directly by the 2020 Annuity Trust which were re-registered on August 22, 2022 and are now held directly by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor (the "2016 Nonexempt Irrevocable Trust").

19. The shares are held of record by the 2020 Annuity Trust.

20. Excludes 2,258,645 shares previously reported as held directly by the 2021 GRAT #1 which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust.

21. The shares are held of record by the 2021 GRAT #1.

22. Excludes 3,622,228 shares previously reported as held directly by the 2021 GRAT #2 which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust.

23. The shares are held of record by the 2021 GRAT #2.

24. Includes 358,966 shares previously reported as held directly by the 2020 Annuity Trust which were re-registered on August 22, 2022 and are now held directly by the 2016 Nonexempt Irrevocable Trust.

25. The shares are held of record by the 2016 Nonexempt Irrevocable Trust.

26. 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.

27. Consists of 6,012,938 shares previously reported as held directly by the Revocable Trust which were re-registered on August 22, 2022 and are now held directly by the 2022 GRAT.

28. The shares are held of record by the 2022 GRAT.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	09/13/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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