Sec Form 4 Filing - SEIFERT THOMAS J @ Cloudflare, Inc. - 2023-05-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SEIFERT THOMAS J 2. Issuer Name and Ticker or Trading Symbol Cloudflare, Inc. [ NET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O CLOUDFLARE, INC., 405 COMAL STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2023 (Street) AUSTIN, TX78702 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Performance Stock Option (right to buy) $ 105.56 05/01/2023 D( 1 ) 555,000 ( 2 ) 02/13/2032 Class A Common Stock 555,000 ( 1 ) 0 D Performance Stock Option (right to buy) $ 44.72 05/01/2023 A( 1 ) 555,000 ( 3 ) 02/13/2032 Class A Common Stock 555,000 ( 1 ) 555,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEIFERT THOMAS J C/O CLOUDFLARE, INC. 405 COMAL STREET AUSTIN, TX78702 Chief Financial Officer Signatures /s/ Lindsey Cochran, by power of attorney 05/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The two reported transactions involve an amendment to an outstanding Performance Stock Option ("PSO") originally granted on February 14, 2022 (the "2022 PSO"). For Section 16 reporting purposes only, this amendment results in the cancellation of the 2022 PSO and the grant of a replacement PSO (the "2023 PSO"). ( 2 )The shares subject to the 2022 PSO are comprised of eight separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $979.00 (the "Stock Price Goals") at any time within ten years of February 14, 2022. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. The 2022 PSO is subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer. ( 3 )The shares subject to the 2023 PSO are comprised of nine separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $72.00 to $579.00 per share (the "2023 Stock Price Goals") at any time between May 1, 2023 and February 13, 2032. Upon satisfaction of a 2023 Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable 2023 Stock Price Goal for such tranche. The 2023 PSO is subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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