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

Role
President and COO, Director
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, 05:02 PM
Previous filing
Dec 22, 2021
Next filing
Jan 20, 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.