Sec Form 4 Filing - UV PARTNERS IV LP @ Cloudflare, Inc. - 2020-07-13

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
UV PARTNERS IV 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 PELION VENTURES, 2750 E. COTTONWOOD PARKWAY, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
07/13/2020
(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 07/13/2020 C( 1 ) 3,091,129 A 3,091,129 I footnote ( 2 ) ( 3 )
Class A Common Stock 07/13/2020 C( 1 ) 1,003,166 A 1,003,166 I footnote ( 3 ) ( 4 )
Class A Common Stock 07/13/2020 C( 1 ) 1,905,563 A 1,905,563 I footnote ( 5 ) ( 6 )
Class A Common Stock 07/13/2020 J( 7 ) 3,091,129 D 0 I footnote ( 2 ) ( 3 )
Class A Common Stock 07/13/2020 J( 8 ) 1,003,166 D 0 I footnote ( 3 ) ( 4 )
Class A Common Stock 07/13/2020 J( 9 ) 1,905,563 D 0 I footnote ( 5 ) ( 6 )
Class A Common Stock 07/13/2020 J( 7 ) 667,684 A 667,685 I footnote ( 3 ) ( 10 )
Class A Common Stock 07/13/2020 J( 8 ) 314,979 A 982,664 I footnote ( 3 ) ( 10 )
Class A Common Stock 07/13/2020 J( 9 ) 411,588 A 411,588 I footnote ( 6 ) ( 11 )
Class A Common Stock 07/13/2020 J( 12 ) 982,663 D 1 I footnote ( 3 ) ( 10 )
Class A Common Stock 07/13/2020 J( 13 ) 411,588 D 0 I footnote ( 6 ) ( 11 )
Class A Common Stock 07/13/2020 J( 12 ) 296,656 A 1,317,123 I footnote ( 14 )
Class A Common Stock 07/13/2020 J( 13 ) 127,343 A 1,444,466 I footnote ( 14 )
Class A Common Stock 20 I footnote ( 15 )
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 ) 07/13/2020 C( 1 ) 3,091,129 ( 1 ) ( 1 ) Class A Common Stock 3,091,129 $ 0 8,054,758 I footnote ( 2 ) ( 3 )
Class B Common Stock ( 1 ) 07/13/2020 C( 1 ) 1,003,166 ( 1 ) ( 1 ) Class A Common Stock 1,003,166 $ 0 2,614,036 I footnote ( 3 ) ( 4 )
Class B Common Stock ( 1 ) 07/13/2020 C( 1 ) 1,905,563 ( 1 ) ( 1 ) Class A Common Stock 1,905,563 $ 0 4,965,299 I footnote ( 5 ) ( 6 )
Class B Common Stock ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 2,245,810 2,245,810 I footnote ( 17 ) ( 18 )
Class B Common Stock ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 571,422 571,422 I footnote ( 18 ) ( 19 )
Class B Common Stock ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 682,000 682,000 I footnote ( 20 ) ( 21 )
Class B Common Stock ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 497,996 497,996 I footnote ( 22 )
Class B Common Stock ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 34,051 34,051 I footnote ( 23 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
UV PARTNERS IV LP
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600
SALT LAKE CITY, UT84121
X
UV PARTNERS IV-A LP
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600
SALT LAKE CITY, UT84121
X
UV PARTNERS IV FINANCIAL INSTITUTIONS FUND LP
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600
SALT LAKE CITY, UT84121
X
UV Partners IV GP, L.L.C.
C/O PELION VENTURES
2750 E. COTTONWOOD PARKWAY, SUITE 600
SALT LAKE CITY, UT84121
X
UV Partners IV Financial Institutions GP, 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, Managing Member of the General Partner of UV Partners IV, L.P. 07/15/2020
Signature of Reporting Person Date
/s/ Blake Modersitzki, Managing Member of the General Partner of UV Partners IV-A, L.P. 07/15/2020
Signature of Reporting Person Date
/s/ Blake Modersitzki, Managing Member of the General Partner of UV Partners IV Financial Institutions Fund, L.P 07/15/2020
Signature of Reporting Person Date
/s/ Blake Modersitzki, Managing Member of UV Partners IV GP, L.L.C. 07/15/2020
Signature of Reporting Person Date
/s/ Blake Modersitzki, Managing Member of UV Partners IV Financial Institutions GP, L.L.C. 07/15/2020
Signature of Reporting Person Date
/s/ Blake Modersitzki 07/15/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock on a 1-for-1 basis. The convertibility of the Class B Common Stock has no expiration date.
( 2 )The shares are held of record by UV Partners IV, L.P. ("UVP IV").
( 3 )UV Partners IV GP, L.L.C. ("UVP IV GP") is the General Partner of UVP IV and UVP IV-A, but disclaims beneficial ownership of the securities held of record by UVP IV and UVP IV-A except to the extent of its pecuniary interest therein. Blake Modersitzki is the Managing Member of UVP IV GP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV, UVP IV-A and UVP IV GP, but disclaims beneficial ownership of the securities held by of record by UVP IV, UVP IV-A and UVP IV GP except to the extent of his individual pecuniary interest therein.
( 4 )The shares are held of record by UV Partners IV-A, L.P. ("UVP IV-A").
( 5 )The shares are held of record by UV Partners IV Financial Institutions Fund, L.P. ("UVP IV FIF").
( 6 )UV Partners IV Financial Institutions GP, L.L.C. ("UVP IV FIGP") is the General Partner of UVP IV FIF, but disclaims beneficial ownership of the securities held of record by UVP IV FIF except to the extent of its pecuniary interest therein. Blake Modersitzki is the Manager Member of UVP IV FIGP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV FIF and UVP IV FIGP, but disclaims beneficial ownership of the securities held of record by UVP IV FIF and UVP IV FIGP except to the extent of his individual pecuniary interest therein.
( 7 )Represents in-kind distribution by UVP IV without consideration to its partners (including UVP IV GP).
( 8 )Represents in-kind distribution by UVP IV-A without consideration to its partners (including UVP IV GP).
( 9 )Represents in-kind distribution by UVP IV FIF without consideration to its partners (including UVP IV FIGP).
( 10 )The shares are held of record by UVP IV GP.
( 11 )The shares are held of record by UVP IV FIGP.
( 12 )Represents in-kind distribution by UVP IV GP without consideration to its members.
( 13 )Represents in-kind distribution by UVP IV FIGP without consideration to its members.
( 14 )The shares are held of record by Blake G. Modersitzki.
( 15 )The shares are held of record by Pelion Opportunity Fund I, LLC ("POF I"). Pelion Opportunities Partners I, L.L.C. ("POP I") is the Manager of POF I, and Blake Modersitzki is the Manager Member of POP I. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by POF I, but disclaims beneficial ownership of the securities held by of record by POF I except to the extent of his individual pecuniary interest therein.
( 16 )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.
( 17 )The shares are held of record by Pelion Ventures V, L.P. ("PV V").
( 18 )Pelion Venture Partners V, L.L.C. ("PVP V") is the General Partner of PV V and PV V-A, but disclaims beneficial ownership of the securities held of record by PV V and PV V-A except to the extent of its pecuniary interest therein. Blake Modersitzki is the Managing Member of PVP V. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V, PV V-A and PVP V, but disclaims beneficial ownership of the securities held by of record by PV V, PV V-A and PVP V except to the extent of his individual pecuniary interest therein.
( 19 )The shares are held of record by Pelion Ventures V-A, L.P. ("PV V-A").
( 20 )The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. ("PV V FIF").
( 21 )Pelion Ventures V Financial Institutions GP, L.L.C. ("PV V FIGP") is the General Partner of PV V FIF, but disclaims beneficial ownership of the securities held of record by PV V FIF except to the extent of its pecuniary interest therein. Blake Modersitzki is the Manager Member of PV V FIGP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V FIF and PV V FIGP, but disclaims beneficial ownership of the securities held of record by PV V FIF and PV V FIGP except to the extent of his individual pecuniary interest therein.
( 22 )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. Mr. Modersitzki exercises 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.
( 23 )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. Mr. Modersitzki exercises 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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