Sec Form 4 Filing - VENROCK ASSOCIATES V LP @ Cloudflare, Inc. - 2020-11-16

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 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) 11/16/2020 (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) Code V Amount (A) or (D) Price Class A Common Stock 11/16/2020 J( 1 ) 3,663,320 D $ 0 21,134,616 I By Funds ( 2 ) Class A Common Stock 11/18/2020 J( 3 ) 1,336,680 D $ 0 19,797,936 I By Funds ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VENROCK ASSOCIATES V LP 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 Entrepreneurs Fund V, L.P. 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 Management V, LLC 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 11/18/2020 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 11/18/2020 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 11/18/2020 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 11/18/2020 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 11/18/2020 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 11/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 16, 2020, Venrock Associates V, L.P. ("VA5"), Venrock Partners V, L.P. ("VP5") and Venrock Entrepreneurs Fund V, L.P. ("VEF5") distributed an aggregate of 4,511,504, 382,500 and 105,996 shares, respectively, of the Issuer's Class A Common Stock as a distribution-in-kind to their respective general partners and limited partners. Of these amounts, 1,210,933, 102,667 and 23,080 shares of the Issuer's Class A Common Stock were received by Venrock Management V, LLC ("VM5"), Venrock Partners Management V, LLC ("VPM5") and VEF Management V, LLC ("VEFM5"), respectively, the sole general partners of VA5, VP5 and VEF5, respectively. ( 2 )Consists of 19,074,624 shares held by VA5, 1,210,933 shares held by VM5, 1,617,212 shares held by VP5, 102,667 shares held by VPM5, 442,780 shares held by VEF5 and 23,080 shares held by VEFM5. VM5, VPM5 and VEFM5 each expressly disclaim beneficial ownership over the shares held by VA5, VP5 and VEF5 except to the extent of their indirect pecuniary interest therein. ( 3 )On November 18, 2020, VM5, VPM5 and VEFM5 distributed an aggregate of 1,210,933, 102,667 and 23,080 shares, respectively, of the Issuer's Class A Common Stock as a distribution-in-kind to their respective members. ( 4 )Consists of 17,863,691 shares held by VA5, 1,514,545 shares held by VP5 and 419,700 shares held by VEF5. VM5, VPM5 and VEFM5 each expressly disclaim beneficial ownership over the shares held by VA5, VP5 and VEF5 except to the extent of their indirect pecuniary interest therein.

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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