Sec Form 4 Filing - Prince Matthew @ 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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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., 405 COMAL STREET

3. Date of Earliest Transaction (MM/DD/YY)
01/06/2025

(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)
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	01/06/2025		C		52,384	A		63,146	I	See footnote ^{( 2 )}
Class A Common Stock	01/06/2025		S^{( 3 )}		17,347	D	$ 113.1997 ^{( 4 )}	45,799	I	See footnote ^{( 2 )}
Class A Common Stock	01/06/2025		S^{( 3 )}		23,679	D	$ 114.0814 ^{( 5 )}	22,120	I	See footnote ^{( 2 )}
Class A Common Stock	01/06/2025		S^{( 3 )}		11,114	D	$ 114.9654 ^{( 6 )}	11,006	I	See footnote ^{( 2 )}
Class A Common Stock	01/06/2025		S^{( 3 )}		244	D	$ 115.585 ^{( 7 )}	10,762	I	See footnote ^{( 2 )}
Class A Common Stock	01/07/2025		C		52,384	A		63,146	I	See f ootnote ^{( 2 )}
Class A Common Stock	01/07/2025		S^{( 3 )}		18,154	D	$ 113.6226 ^{( 8 )}	44,992	I	See footnote ^{( 2 )}
Class A Common Stock	01/07/2025		S^{( 3 )}		19,815	D	$ 114.5157 ^{( 9 )}	25,177	I	See footnote ^{( 2 )}
Class A Common Stock	01/07/2025		S^{( 3 )}		7,366	D	$ 115.5331 ^{( 10 )}	17,811	I	See footnote ^{( 2 )}
Class A Common Stock	01/07/2025		S^{( 3 )}		2,100	D	$ 116.8008 ^{( 11 )}	15,711	I	See footnote ^{( 2 )}
Class A Common Stock	01/07/2025		S^{( 3 )}		4,949	D	$ 117.4797 ^{( 12 )}	10,762	I	See footnote ^{( 2 )}
Class A Common Stock	01/08/2025		C		52,384	A		63,146	I	See footnote ^{( 2 )}
Class A Common Stock	01/08/2025		S^{( 3 )}		15,309	D	$ 112.1454 ^{( 13 )}	47,837	I	See footnote ^{( 2 )}
Class A Common Stock	01/08/2025		S^{( 3 )}		12,426	D	$ 112.8818 ^{( 14 )}	35,411	I	See footnote ^{( 2 )}
Class A Common Stock	01/08/2025		S^{( 3 )}		2,496	D	$ 113.9807 ^{( 15 )}	32,915	I	See footnote ^{( 2 )}
Class A Common Stock	01/08/2025		S^{( 3 )}		18,186	D	$ 115.1844 ^{( 16 )}	14,729	I	See footnote ^{( 2 )}
Class A Common Stock	01/08/2025		S^{( 3 )}		3,967	D	$ 115.687 ^{( 17 )}	10,762	I	See footnote ^{( 2 )}
Class A Common Stock								172,959	D

(A)

**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	(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)
Class B Common Stock	^{( 1 )}	01/06/2025		C			52,384	^{( 1 )}	^{( 1 )}	Class A Common Stock	52,384	$ 0	8,123,410	I	See footnote ^{( 2 )}
Class B Common Stock	^{( 1 )}	01/07/2025		C			52,384	^{( 1 )}	^{( 1 )}	Class A Common Stock	52,384	$ 0	8,071,026	I	See footnote ^{( 2 )}
Class B Common Stock	^{( 1 )}	01/08/2025		C			52,384	^{( 1 )}	^{( 1 )}	Class A Common Stock	52,384	$ 0	8,018,642	I	See footnote ^{( 2 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	6,928,408		6,928,408	I	See footnote ^{( 18 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	1,060,000		1,060,000	I	See footnote ^{( 19 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	2,054,420		2,054,420	I	See footnote ^{( 20 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	2,374,621		2,374,621	I	See footnote ^{( 21 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	4,000,000		4,000,000	I	See footnote ^{( 22 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	4,004,117		4,004,117	I	See footnote ^{( 23 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Prince Matthew C/O CLOUDFLARE, INC., 405 COMAL STREET AUSTIN, TX78702	X	X	CEO & Chair of the Board

**Signatures**
/s/ Lindsey Cochran, by power of attorney		01/08/2025
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 (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 20, 2023.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.555 to $113.55, 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 (17) 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 $113.555 to $114.55, inclusive.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.56 to $115.55, inclusive.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.56 to $115.61, inclusive.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.03 to $114.02, inclusive.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.03 to $115.00, inclusive.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.03 to $116.015, inclusive.
( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.205 to $117.18, inclusive.
( 12 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.24 to $117.81, inclusive.
( 13 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.485 to $112.48, inclusive.
( 14 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.49 to $113.47, inclusive.
( 15 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.49 to $114.41, inclusive.
( 16 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.49 to $115.485, inclusive.
( 17 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.55 to $115.79, inclusive.
( 18 )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.
( 19 )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.
( 20 )The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves as co-trustee and investment advisor.
( 21 )The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor.
( 22 )The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024, for which the reporting person serves as co-trustee and investment advisor.
( 23 )The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024, for which the reporting person serves as co-trustee and 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).

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 - Prince Matthew @ Cloudflare, Inc. - 2025-01-06