Matthew Prince - Aug 15, 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
Aug 15, 2023
Transactions value $
-$10,173,004
Form type
4
Date filed
8/17/2023, 07:33 PM
Previous filing
Jul 7, 2023
Next filing
Sep 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Tax liability -$528K -8.5K -3.06% $62.11 269K Aug 15, 2023 Direct F1, F2
transaction NET Class A Common Stock Conversion of derivative security +52.4K +488.52% 63.1K Aug 15, 2023 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$1.06M -17K -26.98% $62.50 46.1K Aug 15, 2023 See footnote F4, F5, F6
transaction NET Class A Common Stock Sale -$1.86M -29.3K -63.49% $63.54 16.8K Aug 15, 2023 See footnote F4, F5, F7
transaction NET Class A Common Stock Sale -$349K -5.4K -32.1% $64.70 11.4K Aug 15, 2023 See footnote F4, F5, F8
transaction NET Class A Common Stock Sale -$45.7K -700 -6.13% $65.27 10.7K Aug 15, 2023 See footnote F4, F5, F9
transaction NET Class A Common Stock Conversion of derivative security +52.4K +488.52% 63.1K Aug 16, 2023 See footnote F3, F4
transaction NET Class A Common Stock Sale -$1.66M -27.1K -42.9% $61.40 36K Aug 16, 2023 See footnote F4, F5, F10
transaction NET Class A Common Stock Sale -$1.56M -25K -69.27% $62.32 11.1K Aug 16, 2023 See footnote F4, F5, F11
transaction NET Class A Common Stock Sale -$22K -350 -3.16% $62.88 10.7K Aug 16, 2023 See footnote F4, F5, F12
transaction NET Class A Common Stock Conversion of derivative security +52.4K +488.52% 63.1K Aug 17, 2023 See footnote F3, F4
transaction NET Class A Common Stock Sale -$1.18M -20.2K -32.07% $58.37 42.9K Aug 17, 2023 See footnote F3, F4, F13
transaction NET Class A Common Stock Sale -$1.76M -29.7K -69.39% $59.24 13.1K Aug 17, 2023 See footnote F3, F4, F14
transaction NET Class A Common Stock Sale -$144K -2.4K -18.29% $59.95 10.7K Aug 17, 2023 See footnote F3, F4, F15

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 -0.41% $0.00 12.8M Aug 15, 2023 Class A Common Stock 52.4K See footnote F3, F4, F16
transaction NET Class B Common Stock Conversion of derivative security $0 -52.4K -0.41% $0.00 12.8M Aug 16, 2023 Class A Common Stock 52.4K See footnote F3, F4, F16
transaction NET Class B Common Stock Conversion of derivative security $0 -52.4K -0.41% $0.00 12.7M Aug 17, 2023 Class A Common Stock 52.4K See footnote F3, F4, F16
holding NET Class B Common Stock 378K Aug 15, 2023 Class A Common Stock 378K See footnote F3, F17
holding NET Class B Common Stock 6.93M Aug 15, 2023 Class A Common Stock 6.93M See footnote F3, F18
holding NET Class B Common Stock 1.06M Aug 15, 2023 Class A Common Stock 1.06M See footnote F3, F19
holding NET Class B Common Stock 6.01M Aug 15, 2023 Class A Common Stock 6.01M See footnote F3, F20
holding NET Class B Common Stock 4M Aug 15, 2023 Class A Common Stock 4M See footnote F3, F21
* 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 The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
F2 The 10,723 shares issuable upon vesting and settlement of the RSUs were re-registered and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust").
F3 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.
F4 The shares are held directly by the Revocable Trust.
F5 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.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.14 to $63.13, 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 (6) through (15) to this Form 4.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.14 to $64.13, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.14 to $65.13, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.18 to $65.33, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.82 to $61.81, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.82 to $62.81, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.82 to $62.93, inclusive
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.85 to $58.845, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.85 to $59.845, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.85 to $60.19, inclusive.
F16 Of the reported shares, 83,334 vest on September 13, 2023.
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.
F21 The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves co-trustee and investment advisor.