Michelle Zatlyn - 12 Jun 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
President and COO, Director
Signature
/s/ Chad Skinner, by power of attorney
Issuer symbol
NET
Transactions as of
12 Jun 2023
Net transactions value
-$2,554,223
Form type
4
Filing time
14 Jun 2023, 21:55:44 UTC
Previous filing
19 May 2023
Next filing
14 Jul 2023
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 +10,256 +106% 19,945 12 Jun 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale $658,868 -10,256 -51% $64.24 9,689 12 Jun 2023 See footnote F2, F3, F4
transaction NET Class A Common Stock Conversion of derivative security +2,564 2,564 12 Jun 2023 See footnote F1, F5
transaction NET Class A Common Stock Sale $164,717 -2,564 -100% $64.24 0 12 Jun 2023 See footnote F3, F4, F5
transaction NET Class A Common Stock Conversion of derivative security +10,256 +106% 19,945 13 Jun 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale $688,594 -10,256 -51% $67.14 9,689 13 Jun 2023 See footnote F2, F3, F6
transaction NET Class A Common Stock Conversion of derivative security +2,564 2,564 13 Jun 2023 See footnote F1, F5
transaction NET Class A Common Stock Sale $172,148 -2,564 -100% $67.14 0 13 Jun 2023 See footnote F3, F5, F6
transaction NET Class A Common Stock Conversion of derivative security +10,256 +106% 19,945 14 Jun 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale $477,115 -7,054 -35% $67.64 12,891 14 Jun 2023 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale $218,802 -3,202 -25% $68.33 9,689 14 Jun 2023 See footnote F2, F3, F8
transaction NET Class A Common Stock Conversion of derivative security +2,564 2,564 14 Jun 2023 See footnote F1, F5
transaction NET Class A Common Stock Sale $119,313 -1,764 -69% $67.64 800 14 Jun 2023 See footnote F3, F5, F7
transaction NET Class A Common Stock Sale $54,666 -800 -100% $68.33 0 14 Jun 2023 See footnote F3, F5, F8

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 Employee Stock Option (right to buy) Options Exercise $0 -10,256 -0.27% $0.000000 3,805,108 12 Jun 2023 Class B Common Stock 10,256 $2.04 Direct F9
transaction NET Class B Common Stock Options Exercise $0 +10,256 $0.000000 10,256 12 Jun 2023 Class A Common Stock 10,256 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -10,256 -100% $0.000000* 0 12 Jun 2023 Class A Common Stock 10,256 Direct F1, F10
transaction NET Class B Common Stock Conversion of derivative security $0 -2,564 -0.17% $0.000000 1,527,564 12 Jun 2023 Class A Common Stock 2,564 See footnote F1, F5
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -10,256 -0.27% $0.000000 3,794,852 13 Jun 2023 Class B Common Stock 10,256 $2.04 Direct F9
transaction NET Class B Common Stock Options Exercise $0 +10,256 $0.000000 10,256 13 Jun 2023 Class A Common Stock 10,256 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -10,256 -100% $0.000000* 0 13 Jun 2023 Class A Common Stock 10,256 Direct F1, F10
transaction NET Class B Common Stock Conversion of derivative security $0 -2,564 -0.17% $0.000000 1,525,000 13 Jun 2023 Class A Common Stock 2,564 See footnote F1, F5
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -10,256 -0.27% $0.000000 3,784,596 14 Jun 2023 Class B Common Stock 10,256 $2.04 Direct F9
transaction NET Class B Common Stock Options Exercise $0 +10,256 $0.000000 10,256 14 Jun 2023 Class A Common Stock 10,256 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -10,256 -100% $0.000000* 0 14 Jun 2023 Class A Common Stock 10,256 Direct F1, F10
transaction NET Class B Common Stock Conversion of derivative security $0 +2,564 +0.17% $0.000000 1,522,436 14 Jun 2023 Class A Common Stock 2,564 See footnote F1, F5
holding NET Class B Common Stock 3,344,810 12 Jun 2023 Class A Common Stock 3,344,810 See footnote F1, F2, F11, F12
holding NET Class B Common Stock 294,275 12 Jun 2023 Class A Common Stock 294,275 See footnote F1, F13
holding NET Class B Common Stock 0 12 Jun 2023 Class A Common Stock 0 See footnote F1, F14, F15
holding NET Class B Common Stock 808,611 12 Jun 2023 Class A Common Stock 808,611 See footnote F1, F16, F17
holding NET Class B Common Stock 1,562,792 12 Jun 2023 Class A Common Stock 1,562,792 See footnote F1, F18, F19
* 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 Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-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, 2022.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.77 to $64.66, 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) and (6) through (8) to this Form 4.
F5 The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.78 to $67.70, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.25 to $68.01, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.25 to $68.465, inclusive.
F9 The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments following September 13, 2019.
F10 Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust.
F11 Includes 971,403 shares shares previously reported as held directly by The Sutherland/Zatlyn 2021 Annuity Trust dated May 22, 2021, for which the reporting person serves as co-trustee (the "2021 Annuity Trust #1") and 591,389 shares previously reported as held directly by The Sutherland/Zatlyn 2022 Annuity Trust dated May 26, 2022, for which the reporting person serves as co-trustee (the "2022 Annuity Trust") which were re-registered on May 30, 2023 and are now held directly by the Revocable Trust.
F12 Excludes 1,562,792 shares previously reported as held directly by the Revocable Trust and are now held directly by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee (the "2023 Annuity Trust").
F13 The shares are held of record by SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.
F14 Excludes 971,403 shares shares previously reported as held directly by the 2021 Annuity Trust #1 which were re-registered on May 30, 2023 and are now held directly by the Revocable Trust.
F15 The shares are held of record by the 2021 Annuity Trust #1.
F16 Excludes 591,389 shares previously reported as held directly by the 2022 Annuity Trust and are now held directly by the Revocable Trust.
F17 The shares are held of record by the 2022 Annuity Trust.
F18 Consists of 1,562,792 shares previously reported as held directly by the Revocable Trust which were re-registered on May 26, 2023 and are now held directly by the 2023 GRAT.
F19 The shares are held of record by the 2023 Annity Trust.