Matthew Prince - Jan 4, 2023 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
Jan 4, 2023
Transactions value $
-$6,461,940
Form type
4
Date filed
1/6/2023, 06:19 PM
Previous filing
Dec 19, 2022
Next filing
Feb 15, 2023

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 Jan 4, 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale -$1.21M -28.3K -54% $42.95 24.1K Jan 4, 2023 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$1.05M -24.1K -100% $43.55 0 Jan 4, 2023 See footnote F2, F3, F5
transaction NET Class A Common Stock Conversion of derivative security +30.1K 30.1K Jan 5, 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale -$953K -23.7K -78.7% $40.30 6.4K Jan 5, 2023 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale -$251K -6.1K -95.31% $41.06 300 Jan 5, 2023 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale -$12.6K -300 -100% $41.98 0 Jan 5, 2023 See footnote F2, F3, F8
transaction NET Class A Common Stock Conversion of derivative security +74.7K 74.7K Jan 6, 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale -$2.98M -74.7K -100% $39.90 0 Jan 6, 2023 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 -52.4K -0.32% $0.00 16.2M Jan 4, 2023 Class A Common Stock 52.4K See footnote F1, F2, F10
transaction NET Class B Common Stock Conversion of derivative security $0 -30.1K -0.19% $0.00 16.1M Jan 5, 2023 Class A Common Stock 30.1K See footnote F1, F2, F10
transaction NET Class B Common Stock Conversion of derivative security $0 -74.7K -0.46% $0.00 16.1M Jan 6, 2023 Class A Common Stock 74.7K See footnote F1, F2, F10
holding NET Class B Common Stock 1.74M Jan 4, 2023 Class A Common Stock 1.74M See footnote F1, F11
holding NET Class B Common Stock 378K Jan 4, 2023 Class A Common Stock 378K See footnote F1, F12
holding NET Class B Common Stock 6.93M Jan 4, 2023 Class A Common Stock 6.93M See footnote F1, F13
holding NET Class B Common Stock 1.06M Jan 4, 2023 Class A Common Stock 1.06M See footnote F1, F14
holding NET Class B Common Stock 6.01M Jan 4, 2023 Class A Common Stock 6.01M 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 $42.26 to $43.255, 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 $43.26 to $44.00, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.78 to $40.76, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.78 to $41.705, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.78 to $42.13, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.78 to $40.17, inclusive.
F10 Of the reported shares, 750,000 vest in nine months beginning on January 13, 2023.
F11 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.
F12 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.
F13 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
F14 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.
F15 The shares are held of record by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the reporting person serves co-trustee and investment advisor.