X0508 4 2024-02-15 0001477333 Cloudflare, Inc. NET 0001786951 Zatlyn Michelle C/O CLOUDFLARE, INC. 101 TOWNSEND STREET SAN FRANCISCO CA 94107 true true false false President and COO true Class A Common Stock 2024-02-15 4 F false 9740 101.22 D 230612 D Class A Common Stock 2024-02-15 4 C false 221901 A 260446 I See footnote Class A Common Stock 2024-02-15 4 S false 54720 99.9932 D 205726 I See footnote Class A Common Stock 2024-02-15 4 S false 96446 100.8781 D 109280 I See footnote Class A Common Stock 2024-02-15 4 S false 39271 101.7025 D 70009 I See footnote Class A Common Stock 2024-02-15 4 S false 24536 103.3253 D 45473 I See footnote Class A Common Stock 2024-02-15 4 S false 6928 104.0269 D 38545 I See footnote Class A Common Stock 2024-02-15 4 C false 97714 A 97714 I See footnote Class A Common Stock 2024-02-15 4 S false 13730 99.9929 D 83984 I See footnote Class A Common Stock 2024-02-15 4 S false 24130 100.8844 D 59854 I See footnote Class A Common Stock 2024-02-15 4 S false 9775 101.7022 D 50079 I See footnote Class A Common Stock 2024-02-15 4 S false 6114 103.3253 D 43965 I See footnote Class A Common Stock 2024-02-15 4 S false 1726 104.0269 D 42239 I See footnote Class A Common Stock 2024-02-15 4 G false 42239 0 D 0 I See footnote Class A Common Stock 2024-02-16 4 C false 126819 A 165364 I See footnote Class A Common Stock 2024-02-16 4 S false 57316 98.4593 D 108048 I See footnote Class A Common Stock 2024-02-16 4 S false 38638 99.3351 D 69410 I See footnote Class A Common Stock 2024-02-16 4 S false 12827 100.5458 D 56583 I See footnote Class A Common Stock 2024-02-16 4 S false 18038 101.1349 D 38545 I See footnote Class A Common Stock 2024-02-16 4 C false 31705 A 31705 I See footnote Class A Common Stock 2024-02-16 4 S false 14375 98.4593 D 17330 I See footnote Class A Common Stock 2024-02-16 4 S false 9641 99.3432 D 7689 I See footnote Class A Common Stock 2024-02-16 4 S false 3191 100.5456 D 4498 I See footnote Class A Common Stock 2024-02-16 4 S false 4498 101.1351 D 0 I See footnote Class A Common Stock 2024-02-20 4 C false 20512 A 59057 I See footnote Class A Common Stock 2024-02-20 4 S false 12624 96.0182 D 46433 I See footnote Class A Common Stock 2024-02-20 4 S false 7888 96.7948 D 38545 I See footnote Class A Common Stock 2024-02-20 4 C false 5128 A 5128 I See footnote Class A Common Stock 2024-02-20 4 S false 3175 96.023 D 1953 I See footnote Class A Common Stock 2024-02-20 4 S false 1953 96.7943 D 0 I See footnote Employee Stock Option (right to buy) 2.04 2024-02-15 4 M false 221901 0 D 2027-08-07 Class B Common Stock 221901 3347319 D Class B Common Stock 2024-02-15 4 M false 221901 0 A Class A Common Stock 221901 221901 D Class B Common Stock 2024-02-15 4 C false 221901 0 D Class A Common Stock 221901 0 D Class B Common Stock 2024-02-15 4 C false 97714 0 D Class A Common Stock 97714 1370878 I See footnote Employee Stock Option (right to buy) 2.04 2024-02-16 4 M false 126819 0 D 2027-08-07 Class B Common Stock 126819 3220500 D Class B Common Stock 2024-02-16 4 M false 126819 0 A Class A Common Stock 126819 126819 D Class B Common Stock 2024-02-16 4 C false 126819 0 D Class A Common Stock 126819 0 D Class B Common Stock 2024-02-16 4 C false 31705 0 D Class A Common Stock 31705 1339173 I See footnote Employee Stock Option (right to buy) 2.04 2024-02-20 4 M false 20512 0 D 2027-08-07 Class B Common Stock 20512 3199988 D Class B Common Stock 2024-02-20 4 M false 20512 0 A Class A Common Stock 20512 20512 D Class B Common Stock 2024-02-20 4 C false 20512 0 D Class A Common Stock 20512 0 D Class B Common Stock 2024-02-20 4 C false 5128 0 D Class A Common Stock 5128 1334045 I See footnote Class B Common Stock Class A Common Stock 3081285 3081285 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 The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs. The 9,478 shares issuable upon vesting and settlement of the RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust"). 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 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 $99.43 to $100.42, 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 (6) through (10) and (12) through (17) 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 $100.43 to $101.425, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.43 to $102.29, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.84 to $103.815, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.84 to $104.36, 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 $97.86 to $98.85, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.86 to $99.855, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.86 to $100.85, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.86 to $101.665, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.49 to $96.48, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.49 to $97.30, inclusive. Shares subject to the option are fully vested and immediately exercisable. 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. 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. The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee. /s/ Lindsey Cochran, by power of attorney 2024-02-20