Sec Form 4 Filing - Prince Matthew @ Cloudflare, Inc. - 2020-12-15

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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1. Name and Address of Reporting Person
Prince Matthew
2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & Chair of the Board
(Last) (First) (Middle)
C/O CLOUDFLARE, INC., 101 TOWNSEND STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2020
(Street)
SAN FRANCISCO, CA94107
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
Class A Common Stock 12/15/2020 C 52,385 A 52,385 I See footnote ( 2 )
Class A Common Stock 12/15/2020 S( 3 ) 23,485 D $ 80.957 ( 4 ) 28,900 I See footnote ( 2 )
Class A Common Stock 12/15/2020 S( 3 ) 26,624 D $ 81.9205 ( 5 ) 2,276 I See footnote ( 2 )
Class A Common Stock 12/15/2020 S( 3 ) 2,276 D $ 82.5989 ( 6 ) 0 I See footnote ( 2 )
Class A Common Stock 12/16/2020 C 52,385 A 52,385 I See footnote ( 2 )
Class A Common Stock 12/16/2020 S( 3 ) 20,800 D $ 80.6089 ( 7 ) 31,585 I See footnote ( 2 )
Class A Common Stock 12/16/2020 S( 3 ) 31,585 D $ 81.3982 ( 8 ) 0 I See footnote ( 2 )
Class A Common Stock 12/17/2020 C 52,385 A 52,385 I See footnote ( 2 )
Class A Common Stock 12/17/2020 S( 3 ) 8,700 D $ 80.2538 ( 9 ) 43,685 I See footnote ( 2 )
Class A Common Stock 12/17/2020 S( 3 ) 37,184 D $ 81.2235 ( 10 ) 6,501 I See footnote ( 2 )
Class A Common Stock 12/17/2020 S( 3 ) 6,501 D $ 81.7618 ( 11 ) 0 I See footnote ( 2 )
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
Class B Common Stock ( 1 ) 12/15/2020 C 52,385 ( 1 ) ( 1 ) Class A Common Stock 52,385 $ 0 27,899,838 ( 12 ) I See footnote ( 2 )
Class B Common Stock ( 1 ) 12/16/2020 C 52,385 ( 1 ) ( 1 ) Class A Common Stock 52,385 $ 0 27,847,453 ( 12 ) I See footnote ( 2 )
Class B Common Stock ( 1 ) 12/17/2020 C 52,385 ( 1 ) ( 1 ) Class A Common Stock 52,385 $ 0 27,795,068 ( 12 ) I See footnote ( 2 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 2,787,450 2,787,450 I See footnote ( 13 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 552,665 552,665 I See footnote ( 14 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 3,942,717 3,942,717 I See footnote ( 15 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,060,000 1,060,000 I See footnote ( 16 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Prince Matthew
C/O CLOUDFLARE, INC.
101 TOWNSEND STREET
SAN FRANCISCO, CA94107
X X CEO & Chair of the Board
Signatures
/s/ Lindsey Cochran, by power of attorney 12/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 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 Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
( 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 28, 2019.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.43 to $81.42, 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 (4) 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 $81.43 to $82.41, inclusive.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.43 to $83.20, inclusive.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.99, inclusive.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.00 to $81.855, inclusive.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.65 to $80.645, inclusive
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.665 to $81.66, inclusive
( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.665 to $81.90, inclusive
( 12 )Of the reported shares, 2,750,000 vest in 33 months beginning on January 13, 2021.
( 13 )The shares are held of record by The Matthew Prince 2019 Annuity Trust dated May 22, 2019, for which the reporting person serves as co-trustee and investment advisor.
( 14 )The shares are held of record by The Matthew Prince 2020 Annuity Trust dated May 20, 2020, for which the reporting person serves as co-trustee and investment advisor.
( 15 )The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
( 16 )The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

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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