Matthew Prince - Apr 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
Apr 4, 2023
Transactions value $
-$9,297,230
Form type
4
Date filed
4/6/2023, 07:35 PM
Previous filing
Mar 8, 2023
Next filing
Apr 21, 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 Apr 4, 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale -$1.51M -24.7K -47.11% $61.23 27.7K Apr 4, 2023 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$1.6M -25.9K -93.48% $61.89 1.81K Apr 4, 2023 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale -$113K -1.81K -100% $62.77 0 Apr 4, 2023 See footnote F2, F3, F6
transaction NET Class A Common Stock Conversion of derivative security +52.4K 52.4K Apr 5, 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale -$1.82M -31.7K -60.6% $57.19 20.6K Apr 5, 2023 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale -$730K -12.6K -61.15% $57.84 8.02K Apr 5, 2023 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale -$399K -6.73K -83.94% $59.28 1.29K Apr 5, 2023 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale -$77.4K -1.29K -100% $60.13 0 Apr 5, 2023 See footnote F2, F3, F10
transaction NET Class A Common Stock Conversion of derivative security +52.4K 52.4K Apr 6, 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale -$361K -6.43K -12.27% $56.17 46K Apr 6, 2023 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale -$616K -10.8K -23.41% $57.29 35.2K Apr 6, 2023 See footnote F2, F3, F12
transaction NET Class A Common Stock Sale -$412K -7.09K -20.13% $58.15 28.1K Apr 6, 2023 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale -$1.66M -28.1K -100% $59.00 0 Apr 6, 2023 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 -0.33% $0.00 15.7M Apr 4, 2023 Class A Common Stock 52.4K See footnote F1, F2, F15
transaction NET Class B Common Stock Conversion of derivative security $0 -52.4K -0.33% $0.00 15.6M Apr 5, 2023 Class A Common Stock 52.4K See footnote F1, F2, F15
transaction NET Class B Common Stock Conversion of derivative security $0 -52.4K -0.34% $0.00 15.6M Apr 6, 2023 Class A Common Stock 52.4K See footnote F1, F2, F15
holding NET Class B Common Stock 1.74M Apr 4, 2023 Class A Common Stock 1.74M See footnote F1, F16
holding NET Class B Common Stock 378K Apr 4, 2023 Class A Common Stock 378K See footnote F1, F17
holding NET Class B Common Stock 6.93M Apr 4, 2023 Class A Common Stock 6.93M See footnote F1, F18
holding NET Class B Common Stock 1.06M Apr 4, 2023 Class A Common Stock 1.06M See footnote F1, F19
holding NET Class B Common Stock 6.01M Apr 4, 2023 Class A Common Stock 6.01M See footnote F1, F20
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 29, 2022.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.58 to $61.575, 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 $61.58 to $62.51, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.60 to $63.02, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.60 to $57.59, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.60 to $58.5975, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.60 to $59.595, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.70 to $60.545, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.62 to $56.615, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.62 to $57.61, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.625 to $58.61, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.63 to $59.46, inclusive.
F15 Of the reported shares, 500,000 vest in six months beginning on April 13, 2023.
F16 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.
F17 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.
F18 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.
F19 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.
F20 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 as co-trustee and investment advisor.