Michelle Zatlyn - May 25, 2021 Form 4 Insider Report for Cloudflare, Inc. (NET)

Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
May 25, 2021
Transactions value $
-$8,034,506
Form type
4
Date filed
5/27/2021, 08:56 PM
Next filing
Jun 25, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Conversion of derivative security +27.8K 27.8K May 25, 2021 See footnote F1, F2
transaction NET Class A Common Stock Sale -$1.55M -19.5K -70.08% $79.53 8.31K May 25, 2021 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$667K -8.31K -100% $80.21 0 May 25, 2021 See footnote F2, F3, F5
transaction NET Class A Common Stock Conversion of derivative security +5.56K 5.56K May 25, 2021 See footnote F1, F6
transaction NET Class A Common Stock Sale -$309K -3.89K -69.95% $79.53 1.67K May 25, 2021 See footnote F3, F4, F6
transaction NET Class A Common Stock Sale -$134K -1.67K -100% $80.21 0 May 25, 2021 See footnote F3, F5, F6
transaction NET Class A Common Stock Conversion of derivative security +27.8K 27.8K May 26, 2021 See footnote F1, F2
transaction NET Class A Common Stock Sale -$2.08M -26K -93.74% $79.98 1.74K May 26, 2021 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale -$140K -1.74K -100% $80.65 0 May 26, 2021 See footnote F2, F3, F8
transaction NET Class A Common Stock Conversion of derivative security +5.56K 5.56K May 26, 2021 See footnote F1, F6
transaction NET Class A Common Stock Sale -$416K -5.21K -93.7% $79.98 350 May 26, 2021 See footnote F3, F6, F7
transaction NET Class A Common Stock Sale -$28.2K -350 -100% $80.65 0 May 26, 2021 See footnote F3, F6, F8
transaction NET Class A Common Stock Conversion of derivative security +27.8K 27.8K May 27, 2021 See footnote F1, F2
transaction NET Class A Common Stock Sale -$187K -2.37K -8.53% $78.84 25.4K May 27, 2021 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale -$553K -6.92K -27.24% $79.84 18.5K May 27, 2021 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale -$175K -2.17K -11.75% $80.70 16.3K May 27, 2021 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale -$375K -4.58K -28.1% $81.80 11.7K May 27, 2021 See footnote F2, F3, F12
transaction NET Class A Common Stock Sale -$969K -11.7K -100% $82.59 0 May 27, 2021 See footnote F2, F3, F13
transaction NET Class A Common Stock Conversion of derivative security +5.56K 5.56K May 27, 2021 See footnote F1, F6
transaction NET Class A Common Stock Sale -$37.8K -480 -8.64% $78.84 5.08K May 27, 2021 See footnote F3, F6, F9
transaction NET Class A Common Stock Sale -$110K -1.38K -27.15% $79.84 3.7K May 27, 2021 See footnote F3, F6, F10
transaction NET Class A Common Stock Sale -$34.5K -428 -11.58% $80.70 3.27K May 27, 2021 See footnote F3, F6, F11
transaction NET Class A Common Stock Sale -$75.5K -923 -28.23% $81.80 2.35K May 27, 2021 See footnote F3, F6, F12
transaction NET Class A Common Stock Sale -$194K -2.35K -100% $82.59 0 May 27, 2021 See footnote F3, F6, F13

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NET Class B Common Stock Gift $0 -632K -100% $0.00* 0 May 25, 2021 Class A Common Stock 632K See footnote F1, F14, F15
transaction NET Class B Common Stock Gift $0 +632K +55.72% $0.00 1.77M May 25, 2021 Class A Common Stock 632K See footnote F1, F6
transaction NET Class B Common Stock Conversion of derivative security $0 -27.8K -0.61% $0.00 4.53M May 25, 2021 Class A Common Stock 27.8K See footnote F1, F2, F16, F17
transaction NET Class B Common Stock Conversion of derivative security $0 -5.56K -0.31% $0.00 1.76M May 25, 2021 Class A Common Stock 5.56K See footnote F1, F6
transaction NET Class B Common Stock Conversion of derivative security $0 -27.8K -0.61% $0.00 4.5M May 26, 2021 Class A Common Stock 27.8K See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -5.56K -0.32% $0.00 1.75M May 26, 2021 Class A Common Stock 5.56K See footnote F1, F6
transaction NET Class B Common Stock Conversion of derivative security $0 -27.8K -0.62% $0.00 4.48M May 27, 2021 Class A Common Stock 27.8K See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -5.56K -0.32% $0.00 1.75M May 27, 2021 Class A Common Stock 5.56K See footnote F1, F6
holding NET Class B Common Stock 294K May 25, 2021 Class A Common Stock 294K See footnote F1, F18
holding NET Class B Common Stock 2M May 25, 2021 Class A Common Stock 2M See footnote F1, F19
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 The shares are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").
F3 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2020.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.96 to $79.95, 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) and (5) and (7) through (13) to this Form 4.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.96 to $80.69, inclusive.
F6 The shares are held of record by The Sutherland/Zatlyn Irrevocable Remainder Trust dated December 15, 2017, for which the reporting person serves as co-trustee.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.48 to $80.47, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.51 to $80.90, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.23 to $79.22, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.23 to $80.22, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.25 to $81.24, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.25 to $82.24, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.25 to $82.97, inclusive.
F14 Excludes 49,120 shares previously reported as held directly by The Sutherland/Zatlyn 2019 Annuity Trust dated February 28, 2019, for which the reporting person serves as co-trustee (the "2019 Annuity Trust"), which were re-registered on May 25, 2021 and are now held directly by the Revocable Trust.
F15 The shares are held of record by the 2019 Annuity Trust.
F16 Includes 49,120 shares previously reported as held directly by the 2019 Annuity Trust which were re-registered on May 25, 2021 and are now held directly by the Revocable Trust.
F17 Excludes 2,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 25, 2021 and are now held directly by The Sutherland/Zatlyn 2021 Annuity Trust dated May 22, 2021, for which the reporting person serves as co-trustee (the "2021 Annuity Trust").
F18 The shares are held of record by SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.
F19 Includes 2,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 25, 2021 and are now held directly by the 2021 Annuity Trust.