Sec Form 4 Filing - VENROCK ASSOCIATES V LP @ Cloudflare, Inc.

Insider filing report for Changes in Beneficial Ownership

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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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3235-0287

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1. Name and Address of Reporting Person

VENROCK ASSOCIATES V LP

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

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

_____ Director	X __ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O VENROCK, 3340 HILLVIEW AVENUE

3. Date of Earliest Transaction (MM/DD/YY)
09/17/2019

(Street)

PALO ALTO, CA94304

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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	09/17/2019		C		441,907	A		441,907	I	See footnote ^{( 2 )}
Class A Common Stock	09/17/2019		C		37,466	A		37,466	I	See footnote ^{( 3 )}
Class A Common Stock	09/17/2019		C		10,383	A		10,383	I	See footnote ^{( 4 )}

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	^{( 5 )}	09/17/2019		C			27,532,000	^{( 5 )}	^{( 5 )}	Class B Common Stock ^{( 6 )}	27,532,000	$ 0	0	I	See footnote ^{( 2 )}
Series B Convertible Preferred Stock	^{( 7 )}	09/17/2019		C			6,566,350	^{( 7 )}	^{( 7 )}	Class B Common Stock ^{( 6 )}	6,566,350	$ 0	0	I	See footnote ^{( 2 )}
Series C Convertible Preferred Stock	^{( 8 )}	09/17/2019		C			3,174,050	^{( 8 )}	^{( 8 )}	Class B Common Stock ^{( 6 )}	3,174,050	$ 0	0	I	See footnote ^{( 2 )}
Series D Convertible Preferred Stock	^{( 1 )}	09/17/2019		C			441,907	^{( 1 )}	^{( 1 )}	Class A Common Stock	441,907	$ 0	0	I	See footnote ^{( 2 )}
Class B Common Stock ^{( 6 )}	^{( 5 )} ^{( 7 )} ^{( 8 )}	09/17/2019		C		37,272,400		^{( 5 )}^{( 7 )}^{( 8 )}	^{( 5 )}^{( 7 )}^{( 8 )}	Class A Common Stock	37,272,400	$ 0	37,272,400	I	See footnote ^{( 2 )}
Series A Convertible Preferred Stock	^{( 5 )}	09/17/2019		C			2,334,250	^{( 5 )}	^{( 5 )}	Class B Common Stock ^{( 6 )}	2,334,250	$ 0	0	I	See footnote ^{( 3 )}
Series B Convertible Preferred Stock	^{( 7 )}	09/17/2019		C			556,720	^{( 7 )}	^{( 7 )}	Class B Common Stock ^{( 6 )}	556,720	$ 0	0	I	See footnote ^{( 3 )}
Series C Convertible Preferred Stock	^{( 8 )}	09/17/2019		C			269,110	^{( 8 )}	^{( 8 )}	Class B Common Stock ^{( 6 )}	269,110	$ 0	0	I	See footnote ^{( 3 )}
Series D Convertible Preferred Stock	^{( 1 )}	09/17/2019		C			37,466	^{( 1 )}	^{( 1 )}	Class A Common Stock	37,466	$ 0	0	I	See footnote ^{( 3 )}
Class B Common Stock ^{( 6 )}	^{( 5 )} ^{( 7 )} ^{( 8 )}	09/17/2019		C		3,160,080		^{( 5 )}^{( 7 )}^{( 8 )}	^{( 5 )}^{( 7 )}^{( 8 )}	Class A Common Stock	3,160,080	$ 0	3,160,080	I	See footnote ^{( 3 )}
Series A Convertible Preferred Stock	^{( 5 )}	09/17/2019		C			646,850	^{( 5 )}	^{( 5 )}	Class B Common Stock ^{( 6 )}	646,850	$ 0	0	I	See footnote ^{( 4 )}
Series B Convertible Preferred Stock	^{( 7 )}	09/17/2019		C			154,280	^{( 7 )}	^{( 7 )}	Class B Common Stock ^{( 6 )}	154,280	$ 0	0	I	See footnote ^{( 4 )}
Series C Convertible Preferred Stock	^{( 8 )}	09/17/2019		C			74,570	^{( 8 )}	^{( 8 )}	Class B Common Stock ^{( 6 )}	74,570	$ 0	0	I	See footnote ^{( 4 )}
Series D Convertible Preferred Stock	^{( 1 )}	09/17/2019		C			10,383	^{( 1 )}	^{( 1 )}	Class A Common Stock	10,383	$ 0	0	I	See footnote ^{( 4 )}
Class B Common Stock ^{( 6 )}	^{( 5 )} ^{( 7 )} ^{( 8 )}	09/17/2019		C		857,700		^{( 5 )}^{( 7 )}^{( 8 )}	^{( 5 )}^{( 7 )}^{( 8 )}	Class A Common Stock	857,700	$ 0	857,700	I	See footnote ^{( 4 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VENROCK ASSOCIATES V LP C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304		X
Venrock Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304		X
VENROCK PARTNERS V L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304		X
Venrock Partners Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304		X
Venrock Entrepreneurs Fund V, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304		X
VEF Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304		X

**Signatures**
/s/ David L. Stepp, authorized signatory for Venrock Associates V, L.P.		09/17/2019
Signature of Reporting Person		Date
/s/ David L. Stepp, authorized signatory for Venrock Management V, LLC		09/17/2019
Signature of Reporting Person		Date
/s/ David L. Stepp, authorized signatory for Venrock Partners V, L.P.		09/17/2019
Signature of Reporting Person		Date
/s/ David L. Stepp, authorized signatory for Venrock Partners Management V, LLC		09/17/2019
Signature of Reporting Person		Date
/s/ David L. Stepp, authorized signatory for Venrock Entrepreneurs Fund V, L.P.		09/17/2019
Signature of Reporting Person		Date
/s/ David L. Stepp, authorized signatory for VEF Management V, LLC		09/17/2019
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Each share of Series D Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
( 2 )The shares are held of record by Venrock Associates V, L.P. (VA5), for which Venrock Management V, LLC (VM5) is the sole general partner. VM5 expressly disclaims beneficial ownership over the shares held by VA5 except to the extent of its indirect pecuniary interest therein.
( 3 )The shares are held of record by Venrock Partners V, L.P. (VP5), for which Venrock Partners Management V, LLC (VPM5) is the sole general partner. VPM5 expressly disclaims beneficial ownership over the shares held by VP5 except to the extent of its indirect pecuniary interest therein.
( 4 )The shares are held of record by Venr ock Entrepreneurs Fund V, L.P. (VEF5), for which VEF Management V, LLC (VEFM5) is the sole general partner. VEF5 expressly disclaims beneficial ownership over the shares held by VEF5 except to the extent of its indirect pecuniary interest therein.
( 5 )Each share of Series A Convertible Preferred Stock automatically converted into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
( 6 )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.
( 7 )Each share of Series B Convertible Preferred Stock automatically converted into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
( 8 )Each share of Series C Convertible Preferred Stock automatically converted into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration 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).

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

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Sec Form 4 Filing - VENROCK ASSOCIATES V LP @ Cloudflare, Inc. - 2019-09-17