Matthew Prince - 08 Mar 2022 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
Issuer symbol: NET
Transactions as of: 08 Mar 2022
Net transactions value: -$4,848,160
Form type: 4
Filing time: 09 Mar 2022, 15:30:48 UTC
Previous filing: 08 Mar 2022
Next filing: 06 Apr 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		+52,384			52,384	08 Mar 2022	See footnote	F1, F2
transaction	NET	Class A Common Stock	Sale	$470,314	-5,169	-9.9%	$90.99	47,215	08 Mar 2022	See footnote	F2, F3, F4
transaction	NET	Class A Common Stock	Sale	$1,886,352	-20,548	-44%	$91.80	26,667	08 Mar 2022	See footnote	F2, F3, F5
transaction	NET	Class A Common Stock	Sale	$1,121,958	-12,100	-45%	$92.72	14,567	08 Mar 2022	See footnote	F2, F3, F6
transaction	NET	Class A Common Stock	Sale	$974,808	-10,405	-71%	$93.69	4,162	08 Mar 2022	See footnote	F2, F3, F7
transaction	NET	Class A Common Stock	Sale	$318,305	-3,362	-81%	$94.68	800	08 Mar 2022	See footnote	F2, F3, F8
transaction	NET	Class A Common Stock	Sale	$76,423	-800	-100%	$95.53	0	08 Mar 2022	See footnote	F2, F3, F9

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	-52,384	-0.3%	$0.000000	17,649,579	08 Mar 2022	Class A Common Stock	52,384		See footnote	F1, F2, F10
holding	NET	Class B Common Stock						491,031	08 Mar 2022	Class A Common Stock	491,031		See footnote	F1, F11
holding	NET	Class B Common Stock						4,000,000	08 Mar 2022	Class A Common Stock	4,000,000		See footnote	F1, F12
holding	NET	Class B Common Stock						4,000,000	08 Mar 2022	Class A Common Stock	4,000,000		See footnote	F1, F13
holding	NET	Class B Common Stock						6,569,442	08 Mar 2022	Class A Common Stock	6,569,442		See footnote	F1, F14
holding	NET	Class B Common Stock						1,060,000	08 Mar 2022	Class A Common Stock	1,060,000		See footnote	F1, F15

* 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.
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 30, 2021.
F4	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.26 to $91.25, 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 (9) 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 $91.26 to $92.25, inclusive.
F6	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.26 to $93.25, inclusive.
F7	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.27 to $94.25, inclusive.
F8	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.27 to $95.21, inclusive.
F9	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.31 to $95.76, inclusive.
F10	Of the reported shares, 1,583,334 vest in 19 months beginning on March 13, 2022.
F11	The shares are held of record by The Matthew Prince 2020 Annuity Trust dated May 20, 2020, for which the reporting person serves as co-trustee and investment advisor.
F12	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.
F13	The shares are held of record 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.
F14	The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
F15	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.