CloudFlare Inc.

11/27/2024 | Press release | Distributed by Public on 11/27/2024 18:24

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Zatlyn Michelle
2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [NET] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO
(Last) (First) (Middle)
C/O CLOUDFLARE, INC., 101 TOWNSEND STREET 		3. Date of Earliest Transaction (Month/Day/Year)
11/25/2024
(Street)
SAN FRANCISCO, CA 94107 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/25/2024 C 20,512 A (1) 29,990 I See footnote(2)
Class A Common Stock 11/25/2024 S(3) 3,638 D $103.7715(4) 26,352 I See footnote(2)
Class A Common Stock 11/25/2024 S(3) 6,542 D $104.9199(5) 19,810 I See footnote(2)
Class A Common Stock 11/25/2024 S(3) 19,724 D $105.7021(6) 86 I See footnote(2)
Class A Common Stock 11/25/2024 S(3) 86 D $106.30 0 I See footnote(2)
Class A Common Stock 11/25/2024 C 5,128 A (1) 24,743 I See footnote(7)
Class A Common Stock 11/25/2024 S(3) 636 D $103.7704(4) 24,107 I See footnote(7)
Class A Common Stock 11/25/2024 S(3) 1,143 D $104.9197(5) 22,964 I See footnote(7)
Class A Common Stock 11/25/2024 S(3) 3,335 D $105.7163(6) 19,629 I See footnote(7)
Class A Common Stock 11/25/2024 S(3) 14 D $106.30 19,615 I See footnote(7)
Class A Common Stock 11/26/2024 C 20,512 A (1) 20,512 I See footnote(2)
Class A Common Stock 11/26/2024 S(3) 15,259 D $104.3035(8) 5,253 I See footnote(2)
Class A Common Stock 11/26/2024 S(3) 5,253 D $104.6588(9) 0 I See footnote(2)
Class A Common Stock 11/26/2024 C 5,128 A (1) 24,743 I See footnote(7)
Class A Common Stock 11/26/2024 S(3) 3,826 D $104.3046(8) 20,917 I See footnote(7)
Class A Common Stock 11/26/2024 S(3) 1,302 D $104.6586(9) 19,615 I See footnote(7)
Class A Common Stock 11/27/2024 C 20,512 A (1) 20,512 I See footnote(2)
Class A Common Stock 11/27/2024 S(3) 18,074 D $100.3552(10) 2,438 I See footnote(2)
Class A Common Stock 11/27/2024 S(3) 2,438 D $101.0607(11) 0 I See footnote(2)
Class A Common Stock 11/27/2024 C 5,128 A (1) 24,743 I See footnote(7)
Class A Common Stock 11/27/2024 S(3) 4,513 D $100.3543(10) 20,230 I See footnote(7)
Class A Common Stock 11/27/2024 S(3) 615 D $101.0606(11) 19,615 I See footnote(7)
Class A Common Stock 172,959 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $2.04 11/25/2024 M 20,512 (12) 08/07/2027 Class B Common Stock 20,512 $ 0 2,697,412 D
Class B Common Stock (1) 11/25/2024 M 20,512 (1) (1) Class A Common Stock 20,512 $ 0 20,512 D
Class B Common Stock (1) 11/25/2024 C 20,512 (1) (1) Class A Common Stock 20,512 $ 0 0 D(13)
Class B Common Stock (1) 11/25/2024 C 5,128 (1) (1) Class A Common Stock 5,128 $ 0 1,442,404 I See footnote(7)
Employee Stock Option (right to buy) $2.04 11/26/2024 M 20,512 (12) 08/07/2027 Class B Common Stock 20,512 $ 0 2,676,900 D
Class B Common Stock (1) 11/26/2024 M 20,512 (1) (1) Class A Common Stock 20,512 $ 0 20,512 D
Class B Common Stock (1) 11/26/2024 C 20,512 (1) (1) Class A Common Stock 20,512 $ 0 0 D(13)
Class B Common Stock (1) 11/26/2024 C 5,128 (1) (1) Class A Common Stock 5,128 $ 0 1,437,276 I See footnote(7)
Employee Stock Option (right to buy) $2.04 11/27/2024 M 20,512 (12) 08/07/2027 Class B Common Stock 20,512 $ 0 2,656,388 D
Class B Common Stock (1) 11/27/2024 M 20,512 (1) (1) Class A Common Stock 20,512 $ 0 20,512 D
Class B Common Stock (1) 11/27/2024 C 20,512 (1) (1) Class A Common Stock 20,512 $ 0 0 D(13)
Class B Common Stock (1) 11/27/2024 C 5,128 (1) (1) Class A Common Stock 5,128 $ 0 1,432,148 I See footnote(7)
Class B Common Stock (1) (1) (1) Class A Common Stock 888,728 888,728 I See footnote(2)
Class B Common Stock (1) (1) (1) Class A Common Stock 351,505 351,505 I See footnote(14)
Class B Common Stock (1) (1) (1) Class A Common Stock 948,175 948,175 I See footnote(15)
Class B Common Stock (1) (1) (1) Class A Common Stock 162,968 162,968 I See footnote(16)
Class B Common Stock (1) (1) (1) Class A Common Stock 1,189,225 1,189,225 I See footnote(17)
Class B Common Stock (1) (1) (1) Class A Common Stock 1,200,000 1,200,000 I See footnote(18)
Class B Common Stock (1) (1) (1) Class A Common Stock 1,000,000 1,000,000 I See footnote(19)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zatlyn Michelle
C/O CLOUDFLARE, INC.
101 TOWNSEND STREET
SAN FRANCISCO, CA 94107 		X President and COO

Signatures

/s/ Lindsey Cochran, by power of attorney 11/27/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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 Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-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 27, 2023.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.14 to $104.13, 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 (6) and (8) through (11) 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 $104.255 to $105.24, inclusive.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.28 to $106.275, inclusive.
(7) 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.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.58 to $104.575, inclusive.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.58 to $104.815, inclusive.
(10) 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.
(11) 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 $101.38, inclusive.
(12) Shares subject to the option are fully vested and immediately exercisable.
(13) 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.
(14) 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.
(15) 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.
(16) 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.
(17) The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee.
(18) The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee.
(19) The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust III dated November 12, 2024, for which the reporting person serves as co-trustee.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.