Sec Form 4 Filing - Pelion Ventures V, L.P. @ Cloudflare, Inc. - 2019-09-17

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 Pelion Ventures V, L.P. 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 PELION VENTURES, 2750 E COTTONWOOD PARKWAY, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2019 (Street) SALT LAKE CITY, UT84121 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) Code V Amount (A) or (D) Price Class A Common Stock 09/17/2019 C 831,641 A 831,641 I See footnote ( 2 ) Class A Common Stock 09/17/2019 C 211,603 A 211,603 I See footnote ( 3 ) Class A Common Stock 09/17/2019 C 252,550 A 252,550 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 5 ) 09/17/2019 C 314,480 ( 5 ) ( 5 ) Class B Common Stock ( 6 ) 314,480 $ 0 0 I See footnote ( 2 ) Series C Convertible Preferred Stock ( 7 ) 09/17/2019 C 2,210,230 ( 7 ) ( 7 ) Class B Common Stock ( 6 ) 2,210,230 $ 0 0 I See footnote ( 2 ) Series D Convertible Preferred Stock ( 1 ) 09/17/2019 C 831,641 ( 1 ) ( 1 ) Class A Common Stock 831,641 $ 0 0 I See footnote ( 2 ) Class B Common Stock ( 6 ) ( 5 ) ( 7 ) 09/17/2019 C 2,524,710 ( 5 )( 7 ) ( 5 )( 7 ) Class A Common Stock 2,524,710 $ 0 2,826,097 I See footnote ( 2 ) Class B Common Stock ( 6 ) ( 6 ) 09/17/2019 P 641,800 ( 6 ) ( 6 ) Class A Common Stock 641,800 $ 15 3,467,897 I See footnote ( 2 ) Series A Convertible Preferred Stock ( 5 ) 09/17/2019 C 80,016 ( 5 ) ( 5 ) Class B Common Stock ( 6 ) 80,016 $ 0 0 I See footnote ( 3 ) Series C Convertible Preferred Stock ( 7 ) 09/17/2019 C 562,370 ( 7 ) ( 7 ) Class B Common Stock ( 6 ) 562,370 $ 0 0 I See footnote ( 3 ) Series D Convertible Preferred Stock ( 1 ) 09/17/2019 C 211,603 ( 1 ) ( 1 ) Class A Common Stock 211,603 $ 0 0 I See footnote ( 3 ) Class B Common Stock ( 6 ) ( 5 ) ( 7 ) 09/17/2019 C 642,386 ( 5 )( 7 ) ( 5 )( 7 ) Class A Common Stock 642,386 $ 0 719,071 I See footnote ( 3 ) Class B Common Stock ( 6 ) ( 6 ) 09/17/2019 P 163,300 ( 6 ) ( 6 ) Class A Common Stock 163,300 $ 15 882,371 I See footnote ( 3 ) Series A Convertible Preferred Stock ( 5 ) 09/17/2019 C 95,500 ( 5 ) ( 5 ) Class B Common Stock ( 6 ) 95,500 $ 0 0 I See footnote ( 4 ) Series C Convertible Preferred Stock ( 7 ) 09/17/2019 C 671,200 ( 7 ) ( 7 ) Class B Common Stock ( 6 ) 671,200 $ 0 0 I See footnote ( 4 ) Series D Convertible Preferred Stock ( 1 ) 09/17/2019 C 252,550 ( 1 ) ( 1 ) Class A Common Stock 252,550 $ 0 0 I See footnote ( 4 ) Class B Common Stock ( 6 ) ( 5 ) ( 7 ) 09/17/2019 C 766,700 ( 5 )( 7 ) ( 5 )( 7 ) Class A Common Stock 766,700 $ 0 858,224 I See footnote ( 4 ) Class B Common Stock ( 6 ) ( 6 ) 09/17/2019 P 194,900 ( 6 ) ( 6 ) Class A Common Stock 194,900 $ 15 1,053,124 I See footnote ( 4 ) Class B Common Stock ( 6 ) ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 497,996 497,996 I See footnote ( 8 ) Class B Common Stock ( 6 ) ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 34,051 34,051 I See footnote ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pelion Ventures V, L.P. C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT84121 X Pelion Ventures V-A, L.P. C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT84121 X Pelion Ventures V Financial Institutions Fund, L.P. C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT84121 X Pelion Venture Partners V, L.L.C. C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT84121 X Pelion Ventures V Financial Institutions GP, L.L.C. C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT84121 X Pelion Ventures VI, L.P. C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT84121 X Pelion Ventures VI-A, L.P. C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT84121 X Pelion Venture Partners VI, L.L.C. C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT84121 X Modersitzki Blake G C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT84121 X Signatures /s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners V, L.L.C., the General Partner of Pelion Ventures V, L.P. 09/18/2019 Signature of Reporting Person Date /s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners V, L.L.C., the General Partner of Pelion Ventures V-A, L.P. 09/18/2019 Signature of Reporting Person Date /s/ Blake Modersitzki, the Manager Member of Pelion Ventures V Financial Institutions GP, L.L.C., the General Partner of Pelion Ventures V Financial Institutions Fund, L.P. 09/18/2019 Signature of Reporting Person Date /s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners V, L.L.C. 09/18/2019 Signature of Reporting Person Date /s/ Blake Modersitzki, the Manager Member of Pelion Ventures V Financial Institutions GP, L.L.C. 09/18/2019 Signature of Reporting Person Date /s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners VI, L.L.C., the General Partner of Pelion Ventures VI, L.P. 09/18/2019 Signature of Reporting Person Date /s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners VI, L.L.C., the General Partner of Pelion Ventures VI-A, L.P. 09/18/2019 Signature of Reporting Person Date /s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners VI, L.L.C. 09/18/2019 Signature of Reporting Person Date /s/ Blake Modersitzki 09/18/2019 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 Pelion Ventures V, L.P. (PV V). Pelion Venture Partners V, L.L.C. (PVP V) is the General Partner of PV V, and Blake Modersitzki is the Manager Member of PVP V. Carl Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP V. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V, but disclaims beneficial ownership of the securities held of record by PV V except to the extent of his individual pecuniary interest therein. ( 3 )The shares are held of record by Pelion Ventures V-A, L.P. (PV V-A). PVP V is the General Partner of PV V-A, and Blake Modersitzki is the Manager Member of PVP V. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP V. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V-A, but disclaims beneficial ownership of the securities held of record by PV V-A except to the extent of his individual pecuniary interest therein. ( 4 )The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. (PV V Financial). Pelion Ventures V Financial Institutions GP, L.L.C. (PV V Financial GP) is the General Partner of PV V Financial and Blake Modersitzki is the Manager Member of PV V Financial GP. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an advisor to an affiliate of PV V Financial GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V Financial, but disclaims beneficial ownership of the securities held of record by PV V Financial except to the extent of his individual 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 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. ( 8 )The shares are held of record by Pelion Ventures VI, L.P. (PV VI). Pelion Venture Partners VI, L.L.C. (PVP VI) is the General Partner of PV VI, and Blake Modersitzki is the Manager Member of PVP VI. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP VI. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV VI, but disclaims beneficial ownership of the securities held of record by PV VI except to the extent of his individual pecuniary interest therein. ( 9 )The shares are held of record by Pelion Ventures VI-A, L.P. (PV VI-A). PVP VI is the General Partner of PV VI-A, and Blake Modersitzki is the Manager Member of PVP VI. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP VI . Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV VI-A, but disclaims beneficial ownership of the securities held of record by PV VI-A except to the extent of his individual pecuniary interest therein.

Remarks: This report is one of four reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Pelion Ventures and their applicable members.

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.
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