Matthew Prince - Oct 18, 2021 Form 4 Insider Report for Cloudflare, Inc. (NET)

Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
Oct 18, 2021
Transactions value $
-$18,431,653
Form type
4
Date filed
10/20/2021, 09:30 PM
Previous filing
Sep 15, 2021
Next filing
Oct 22, 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 +52.4K 52.4K Oct 18, 2021 See footnote F1, F2
transaction NET Class A Common Stock Sale -$185K -1.09K -2.08% $169.86 51.3K Oct 18, 2021 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$138K -810 -1.58% $170.18 50.5K Oct 18, 2021 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale -$197K -1.15K -2.28% $171.59 49.3K Oct 18, 2021 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale -$1.16M -6.7K -13.58% $172.75 42.6K Oct 18, 2021 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale -$1.94M -11.2K -26.25% $173.67 31.4K Oct 18, 2021 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale -$897K -5.14K -16.34% $174.64 26.3K Oct 18, 2021 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale -$1.35M -7.71K -29.29% $175.79 18.6K Oct 18, 2021 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale -$483K -2.74K -14.7% $176.55 15.9K Oct 18, 2021 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale -$377K -2.12K -13.36% $177.90 13.7K Oct 18, 2021 See footnote F2, F3, F12
transaction NET Class A Common Stock Sale -$556K -3.11K -22.61% $178.84 10.6K Oct 18, 2021 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale -$1.54M -8.58K -80.6% $179.91 2.06K Oct 18, 2021 See footnote F2, F3, F14
transaction NET Class A Common Stock Sale -$271K -1.5K -72.67% $180.83 564 Oct 18, 2021 See footnote F2, F3, F15
transaction NET Class A Common Stock Sale -$102K -564 -100% $181.44 0 Oct 18, 2021 See footnote F2, F3, F16
transaction NET Class A Common Stock Conversion of derivative security +52.4K 52.4K Oct 19, 2021 See footnote F1, F2
transaction NET Class A Common Stock Sale -$205K -1.19K -2.27% $172.35 51.2K Oct 19, 2021 See footnote F2, F3, F17
transaction NET Class A Common Stock Sale -$1.1M -6.33K -12.37% $172.99 44.9K Oct 19, 2021 See footnote F2, F3, F18
transaction NET Class A Common Stock Sale -$1.4M -8.05K -17.95% $174.04 36.8K Oct 19, 2021 See footnote F2, F3, F19
transaction NET Class A Common Stock Sale -$1.52M -8.68K -23.59% $175.09 28.1K Oct 19, 2021 See footnote F2, F3, F20
transaction NET Class A Common Stock Sale -$744K -4.23K -15.03% $175.97 23.9K Oct 19, 2021 See footnote F2, F3, F21
transaction NET Class A Common Stock Sale -$877K -4.96K -20.74% $176.99 18.9K Oct 19, 2021 See footnote F2, F3, F22
transaction NET Class A Common Stock Sale -$1.47M -8.28K -43.69% $178.05 10.7K Oct 19, 2021 See footnote F2, F3, F23
transaction NET Class A Common Stock Sale -$1.72M -9.62K -90.21% $178.95 1.04K Oct 19, 2021 See footnote F2, F3, F24
transaction NET Class A Common Stock Sale -$188K -1.04K -100% $179.74 0 Oct 19, 2021 See footnote F2, F3, F25

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 -52.4K -0.28% $0.00 18.5M Oct 18, 2021 Class A Common Stock 52.4K See footnote F1, F2, F26, F27
transaction NET Class B Common Stock Conversion of derivative security $0 -52.4K -0.28% $0.00 18.5M Oct 19, 2021 Class A Common Stock 52.4K See footnote F1, F2, F26
holding NET Class B Common Stock 0 Oct 18, 2021 Class A Common Stock 0 See footnote F1, F28, F29
holding NET Class B Common Stock 491K Oct 18, 2021 Class A Common Stock 491K See footnote F1, F30, F31
holding NET Class B Common Stock 4M Oct 18, 2021 Class A Common Stock 4M See footnote F1, F32
holding NET Class B Common Stock 4M Oct 18, 2021 Class A Common Stock 4M See footnote F1, F33, F34
holding NET Class B Common Stock 6.57M Oct 18, 2021 Class A Common Stock 6.57M See footnote F1, F35, F36
holding NET Class B Common Stock 1.06M Oct 18, 2021 Class A Common Stock 1.06M See footnote F1, F37
* 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 Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as 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 $169.07 to $170.06, 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 (25) 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 $170.07 to $170.345, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.15 to $172.09, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.16 to $173.135, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.18 to $174.16, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.21 to $175.19, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.21 to $176.20, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.21 to $177.085, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.22 to $178.19, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.29 to $179.27, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.36 to $180.345, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.375 to $181.33, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.38 to $181.47, inclusive.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.53 to $172.52, inclusive.
F18 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.54 to $173.53, inclusive.
F19 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.55 to $174.53, inclusive.
F20 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.55 to $175.54, inclusive.
F21 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.55 to $176.51, inclusive.
F22 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.55 to $177.54, inclusive.
F23 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.55 to $178.53, inclusive.
F24 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.56 to $179.55, inclusive.
F25 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.59 to $179.87, inclusive.
F26 Of the reported shares, 1,916,667 vest in 23 months beginning on November 13, 2021.
F27 Includes (i) 160,725 shares previously reported as held directly by The Matthew Prince 2019 Annuity Trust dated May 22, 2019, for which the reporting person serves as co-trustee and investment advisor (the "2019 Annuity Trust") and (ii) 61,634 shares previously reported as held directly by The Matthew Prince 2020 Annuity Trust dated May 20, 2020, for which the reporting person serves as co-trustee and investment advisor (the "2020 Annuity Trust") which were re-registered on August 18, 2021 and are now held directly by the Revocable Trust and excludes 4,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 19, 2021 and are now held directly by The Matthew Prince 2021 Grantor Retained Annuity Trust #2 UA 8/13/2021, for which the reporting person serves as co-trustee and investment advisor (the "2021 GRAT #2").
F28 Excludes (i) 160,725 shares previously reported as held directly by the 2019 Annuity Trust which were re-registered on August 18, 2021 and are now held directly by the Revocable Trust and (ii) 2,626,725 shares previously reported as held directly by the 2019 Annuity Trust which were re-registered on August 18, 2021 and are now held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor (the "2016 Nonexempt Irrevocable Trust").
F29 The shares are held of record by the 2019 Annuity Trust.
F30 Excludes 61,634 shares previously reported as held directly by the 2020 Annuity Trust which were re-registered on August 18, 2021 and are now held directly by the Revocable Trust.
F31 The shares are held of record by the 2020 Annuity Trust.
F32 The shares are held of record by The Matthew Prince 2021 Grantor Retained Annuity Trust #1 UA 5/25/2021, for which the reporting person serves as co-trustee and investment advisor.
F33 Includes 4,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 19, 2021 and are now held directly by the 2021 GRAT #2.
F34 The shares are held of record by the 2021 GRAT #2.
F35 Includes 2,626,725 shares previously reported as held directly by the 2019 Annuity Trust which were re-registered on August 18, 2021 and are now held of record by the 2016 Nonexempt Irrevocable Trust.
F36 The shares are held of record by the 2016 Nonexempt Irrevocable Trust.
F37 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.