Matthew Prince - Dec 22, 2021 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role: CEO & Chair of the Board, Director, 10%+ Owner
Signature: /s/ Lindsey Cochran, by power of attorney
Stock symbol: NET
Transactions as of: Dec 22, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/27/2021, 04:57 PM
Previous filing: Dec 15, 2021
Next filing: Jan 7, 2022

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	Performance Stock Option (right to buy)	Award	$0	+3.96M		$0.00	3.96M	Dec 22, 2021	Class A Common Stock	3.96M	$136.81	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares subject to the Performance Stock Option are comprised of eight separate tranches that become eligible to vest upon achievement of certain stock price targets (the "Stock Price Goals") at any time within ten years of December 22, 2021 (the "Grant Date"), of which such terms are set forth in Item 8.01 of the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on December 27, 2021 (the "Form 8-K"), generally subject to "continued eligible service" (as described in the Form 8-K) through the date the applicable Stock Price Goal is determined to have been achieved. In addition to satisfaction of the Stock Price Goals, the Performance Stock Options are subject to additional, time-based vesting requirements, under which 1/6 of the total shares subject to the Performance Stock Options vest and become exercisable on each anniversary of the Grant Date, subject to continued eligible service through each vesting date.
F2	(Continued from Footnote 1) The time-based vesting requirements are waived upon a change in control of the Company.

Content

The shares subject to the Performance Stock Option are comprised of eight separate tranches that become eligible to vest upon achievement of certain stock price targets (the "Stock Price Goals") at any time within ten years of December 22, 2021 (the "Grant Date"), of which such terms are set forth in Item 8.01 of the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on December 27, 2021 (the "Form 8-K"), generally subject to "continued eligible service" (as described in the Form 8-K) through the date the applicable Stock Price Goal is determined to have been achieved. In addition to satisfaction of the Stock Price Goals, the Performance Stock Options are subject to additional, time-based vesting requirements, under which 1/6 of the total shares subject to the Performance Stock Options vest and become exercisable on each anniversary of the Grant Date, subject to continued eligible service through each vesting date.

(Continued from Footnote 1) The time-based vesting requirements are waived upon a change in control of the Company.