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

Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
25 Aug 2021
Net transactions value
-$12,319,410
Form type
4
Filing time
27 Aug 2021, 21:12:09 UTC
Previous filing
12 Jul 2021
Next filing
23 Sep 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 +27,775 27,775 25 Aug 2021 See footnote F1, F2
transaction NET Class A Common Stock Sale $2,257,584 -18,303 -66% $123.34 9,472 25 Aug 2021 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $1,022,228 -8,222 -87% $124.33 1,250 25 Aug 2021 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $156,376 -1,250 -100% $125.10 0 25 Aug 2021 See footnote F2, F3, F6
transaction NET Class A Common Stock Conversion of derivative security +5,555 5,555 25 Aug 2021 See footnote F1, F8
transaction NET Class A Common Stock Sale $451,690 -3,662 -66% $123.35 1,893 25 Aug 2021 See footnote F3, F4, F8
transaction NET Class A Common Stock Sale $204,273 -1,643 -87% $124.33 250 25 Aug 2021 See footnote F3, F5, F8
transaction NET Class A Common Stock Sale $31,275 -250 -100% $125.10 0 25 Aug 2021 See footnote F3, F6, F8
transaction NET Class A Common Stock Conversion of derivative security +27,775 27,775 26 Aug 2021 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,178,246 -9,713 -35% $121.31 18,062 26 Aug 2021 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale $1,163,471 -9,505 -53% $122.41 8,557 26 Aug 2021 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale $1,043,926 -8,474 -99% $123.19 83 26 Aug 2021 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale $10,287 -83 -100% $123.94 0 26 Aug 2021 See footnote F2, F3, F11
transaction NET Class A Common Stock Conversion of derivative security +5,555 5,555 26 Aug 2021 See footnote F1, F8
transaction NET Class A Common Stock Sale $234,359 -1,932 -35% $121.30 3,623 26 Aug 2021 See footnote F3, F7, F8
transaction NET Class A Common Stock Sale $232,315 -1,898 -52% $122.40 1,725 26 Aug 2021 See footnote F3, F8, F9
transaction NET Class A Common Stock Sale $210,405 -1,708 -99% $123.19 17 26 Aug 2021 See footnote F3, F8, F10
transaction NET Class A Common Stock Sale $2,107 -17 -100% $123.94 0 26 Aug 2021 See footnote F3, F8, F11
transaction NET Class A Common Stock Conversion of derivative security +36,875 36,875 27 Aug 2021 See footnote F1, F2
transaction NET Class A Common Stock Gift $0 -9,100 -25% $0.000000 27,775 27 Aug 2021 See footnote F2, F12
transaction NET Class A Common Stock Sale $347,470 -2,846 -10% $122.09 24,929 27 Aug 2021 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale $842,505 -6,840 -27% $123.17 18,089 27 Aug 2021 See footnote F2, F3, F14
transaction NET Class A Common Stock Sale $2,181,250 -17,585 -97% $124.04 504 27 Aug 2021 See footnote F2, F3, F15
transaction NET Class A Common Stock Sale $62,832 -504 -100% $124.67 0 27 Aug 2021 See footnote F2, F3, F16
transaction NET Class A Common Stock Conversion of derivative security +5,555 5,555 27 Aug 2021 See footnote F1, F8
transaction NET Class A Common Stock Sale $70,693 -579 -10% $122.09 4,976 27 Aug 2021 See footnote F3, F8, F13
transaction NET Class A Common Stock Sale $166,533 -1,352 -27% $123.18 3,624 27 Aug 2021 See footnote F3, F8, F14
transaction NET Class A Common Stock Sale $437,617 -3,528 -97% $124.04 96 27 Aug 2021 See footnote F3, F8, F15
transaction NET Class A Common Stock Sale $11,968 -96 -100% $124.67 0 27 Aug 2021 See footnote F3, F8, F16

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 Conversion of derivative security $0 -27,775 -0.64% $0.000000 4,280,813 25 Aug 2021 Class A Common Stock 27,775 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -5,555 -0.32% $0.000000 1,709,606 25 Aug 2021 Class A Common Stock 5,555 See footnote F1, F8
transaction NET Class B Common Stock Conversion of derivative security $0 -27,775 -0.65% $0.000000 4,253,038 26 Aug 2021 Class A Common Stock 27,775 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -5,555 -0.32% $0.000000 1,704,051 26 Aug 2021 Class A Common Stock 5,555 See footnote F1, F8
transaction NET Class B Common Stock Conversion of derivative security $0 -36,875 -0.87% $0.000000 4,216,163 27 Aug 2021 Class A Common Stock 36,875 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -5,555 -0.33% $0.000000 1,698,496 27 Aug 2021 Class A Common Stock 5,555 See footnote F1, F8
holding NET Class B Common Stock 294,275 25 Aug 2021 Class A Common Stock 294,275 See footnote F1, F17
holding NET Class B Common Stock 2,000,000 25 Aug 2021 Class A Common Stock 2,000,000 See footnote F1, F18
* 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 $122.90 to $123.89, 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 (7), (9) through (11) and (13) through (16) 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 $123.91 to $124.90, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.91 to $125.27, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.84 to $121.835, inclusive.
F8 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.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.85 to $122.84, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.85 to $123.83, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.93 to $124.09, inclusive.
F12 The reported transaction represents a conversion of Class B Common Stock to Class A Common Stock on a one-to-one basis, followed by a gift of such shares of Class A Common Stock to a donor-advised fund. The remaining shares of Class B Common Stock and Class A Common Stock held by the Revocable Trust following such gift remain subject to the lock-up agreement with the representatives of the initial purchasers of the Company's 0% Convertible Senior Notes due 2026, issued on August 13, 2021.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.50 to $122.47, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.54 to $123.535, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.54 to $124.53, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.55 to $124.84, inclusive.
F17 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.
F18 The shares are held of record by The Sutherland/Zatlyn 2021 Annuity Trust dated May 22, 2021, for which the reporting person serves as co-trustee.