Matthew Prince - Sep 9, 2022 Form 4 Insider Report for Cloudflare, Inc. (NET)

Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
Sep 9, 2022
Transactions value $
-$10,082,726
Form type
4
Date filed
9/13/2022, 08:14 PM
Previous filing
Aug 15, 2022
Next filing
Oct 7, 2022

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 Sep 9, 2022 See footnote F1, F2
transaction NET Class A Common Stock Sale -$268K -4.17K -7.96% $64.29 48.2K Sep 9, 2022 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$497K -7.6K -15.75% $65.39 40.6K Sep 9, 2022 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale -$2.23M -33.7K -82.86% $66.14 6.96K Sep 9, 2022 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale -$466K -6.96K -100% $66.88 0 Sep 9, 2022 See footnote F2, F3, F7
transaction NET Class A Common Stock Conversion of derivative security +52.4K 52.4K Sep 12, 2022 See footnote F1, F2
transaction NET Class A Common Stock Sale -$630K -9.71K -18.54% $64.85 42.7K Sep 12, 2022 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale -$1.37M -20.8K -48.85% $65.71 21.8K Sep 12, 2022 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale -$1.45M -21.8K -100% $66.62 0 Sep 12, 2022 See footnote F2, F3, F10
transaction NET Class A Common Stock Conversion of derivative security +52.4K 52.4K Sep 13, 2022 See footnote F1, F2
transaction NET Class A Common Stock Sale -$835K -14K -26.64% $59.83 38.4K Sep 13, 2022 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale -$1.54M -25.4K -66.14% $60.53 13K Sep 13, 2022 See footnote F2, F3, F12
transaction NET Class A Common Stock Sale -$775K -12.6K -96.93% $61.41 400 Sep 13, 2022 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale -$24.9K -400 -100% $62.24 0 Sep 13, 2022 See footnote F2, F3, F14

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 -0.31% $0.00 16.8M Sep 9, 2022 Class A Common Stock 52.4K See footnote F1, F2, F15, F16, F17
transaction NET Class B Common Stock Conversion of derivative security $0 -52.4K -0.31% $0.00 16.8M Sep 12, 2022 Class A Common Stock 52.4K See footnote F1, F2, F15
transaction NET Class B Common Stock Conversion of derivative security $0 -52.4K -0.31% $0.00 16.7M Sep 13, 2022 Class A Common Stock 52.4K See footnote F1, F2, F15
holding NET Class B Common Stock 0 Sep 9, 2022 Class A Common Stock 0 See footnote F1, F18, F19
holding NET Class B Common Stock 1.74M Sep 9, 2022 Class A Common Stock 1.74M See footnote F1, F20, F21
holding NET Class B Common Stock 378K Sep 9, 2022 Class A Common Stock 378K See footnote F1, F22, F23
holding NET Class B Common Stock 6.93M Sep 9, 2022 Class A Common Stock 6.93M See footnote F1, F24, F25
holding NET Class B Common Stock 1.06M Sep 9, 2022 Class A Common Stock 1.06M See footnote F1, F26
holding NET Class B Common Stock 6.01M Sep 9, 2022 Class A Common Stock 6.01M See footnote F1, F27, F28
* 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 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 $63.725 to $64.72, 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 (14) 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 $64.73 to $65.725, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.73 to $66.725, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.73 to $67.08, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.26 to $65.25, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.26 to $66.255, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.26 to $67.055, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.08 to $60.075, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.08 to $61.07, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.08 to $62.07, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.095 to $62.45, inclusive.
F15 Of the reported shares, 1,083,334 vest in 13 months beginning on September 13, 2022.
F16 Includes (i) 132,065 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 22, 2022 and are now held directly by the Revocable Trust; (ii) 2,258,645 shares previously reported as held directly 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 ("2021 GRAT #1") which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust and (iii) 3,622,228 shares previously reported as 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") which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust.
F17 Excludes 6,012,938 shares previously reported as held directly by the Revocable Trust which were re-registered on August 22, 2022 and are now held directly by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the reporting person serves co-trustee and investment advisor (the "2022 GRAT").
F18 Excludes (i) 132,065 shares previously reported as held directly by the 2020 Annuity Trust which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust and (ii) 358,966 shares previously reported as held directly by the 2020 Annuity Trust which were re-registered on August 22, 2022 and are now held directly 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").
F19 The shares are held of record by the 2020 Annuity Trust.
F20 Excludes 2,258,645 shares previously reported as held directly by the 2021 GRAT #1 which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust.
F21 The shares are held of record by the 2021 GRAT #1.
F22 Excludes 3,622,228 shares previously reported as held directly by the 2021 GRAT #2 which were re-registered on August 22, 2022 and are now held directly by the Revocable Trust.
F23 The shares are held of record by the 2021 GRAT #2.
F24 Includes 358,966 shares previously reported as held directly by the 2020 Annuity Trust which were re-registered on August 22, 2022 and are now held directly by the 2016 Nonexempt Irrevocable Trust.
F25 The shares are held of record by the 2016 Nonexempt Irrevocable Trust.
F26 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.
F27 Consists of 6,012,938 shares previously reported as held directly by the Revocable Trust which were re-registered on August 22, 2022 and are now held directly by the 2022 GRAT.
F28 The shares are held of record by the 2022 GRAT.