Michelle Zatlyn - 18 Feb 2022 Form 4/A - Amendment Insider Report for Cloudflare, Inc. (NET)

Role
President and COO, Director
Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
18 Feb 2022
Net transactions value
$0
Form type
4/A - Amendment
Filing time
24 Feb 2022, 05:05:42 UTC
Date Of Original Report
23 Feb 2022
Previous filing
21 Jan 2022
Next filing
24 Feb 2022
SEC
View on sec.gov

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 +22,222 22,222 18 Feb 2022 By Irrevocable Trust F1, F2
transaction NET Class A Common Stock Other -22,222 -100% 0 18 Feb 2022 By Irrevocable Trust F1, F2, F3

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 -22,222 -1.4% $0.000000 1,592,949 18 Feb 2022 Class A Common Stock 22,222 By Irrevocable Trust F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -27,775 -0.73% $0.000000 3,771,763 22 Feb 2022 Class A Common Stock 27,775 By Revocable Trust F1, F4
transaction NET Class B Common Stock Conversion of derivative security $0 -5,555 -0.35% $0.000000 1,587,394 22 Feb 2022 Class A Common Stock 5,555 By Irrevocable Trust F1, F2
* 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 Irrevocable Remainder Trust dated December 15, 2017, for which the reporting person serves as co-trustee (the "Irrevocable Trust").
F3 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 distribution of such shares of Class A Common Stock from the Irrevocable Trust to beneficiaries of such trust.
F4 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.

Remarks:

This amendment on Form 4 is filed to correct the indirect ownership in Rows 1 and 2 of Table I and Row 1 of Table II from The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust") to The Sutherland/Zatlyn Irrevocable Remainder Trust dated December 15, 2017, for which the reporting person serves as co-trustee (the "Irrevocable Trust"). In Column 9 of Rows 1, 2 and 3 of Table II, the amount of shares beneficially owned has been revised to reflect the change in Row 1 of Table II above. In addition, the last sentence of footnote 5 of the prior Form 4 should be revised as follows: 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 (5) through (9) to this Form 4.