Michelle Zatlyn - Sep 19, 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
President and COO, Director
Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
Sep 19, 2023
Transactions value $
-$2,288,321
Form type
4
Date filed
9/21/2023, 08:48 PM
Previous filing
Aug 24, 2023
Next filing
Oct 18, 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 +10.3K +52.93% 29.6K Sep 19, 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale -$361K -6.03K -20.36% $59.90 23.6K Sep 19, 2023 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$257K -4.22K -17.89% $60.95 19.4K Sep 19, 2023 See footnote F2, F3, F5
transaction NET Class A Common Stock Conversion of derivative security +2.56K 2.56K Sep 19, 2023 See footnote F1, F6
transaction NET Class A Common Stock Sale -$90.5K -1.51K -58.93% $59.90 1.05K Sep 19, 2023 See footnote F3, F4, F6
transaction NET Class A Common Stock Sale -$64.2K -1.05K -100% $60.96 0 Sep 19, 2023 See footnote F3, F5, F6
transaction NET Class A Common Stock Conversion of derivative security +10.3K +52.93% 29.6K Sep 20, 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale -$614K -10.3K -34.61% $59.88 19.4K Sep 20, 2023 See footnote F2, F3, F7
transaction NET Class A Common Stock Conversion of derivative security +2.56K 2.56K Sep 20, 2023 See footnote F1, F6
transaction NET Class A Common Stock Sale -$154K -2.56K -100% $59.88 0 Sep 20, 2023 See footnote F3, F6, F7
transaction NET Class A Common Stock Conversion of derivative security +10.3K +52.93% 29.6K Sep 21, 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale -$598K -10.3K -34.61% $58.28 19.4K Sep 21, 2023 See footnote F2, F3, F8
transaction NET Class A Common Stock Conversion of derivative security +2.56K 2.56K Sep 21, 2023 See footnote F1, F6
transaction NET Class A Common Stock Sale -$149K -2.56K -100% $58.28 0 Sep 21, 2023 See footnote F3, F6, F8
holding NET Class A Common Stock 269K Sep 19, 2023 Direct

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 -10.3K -0.28% $0.00 3.71M Sep 19, 2023 Class B Common Stock 10.3K $2.04 Direct F9
transaction NET Class B Common Stock Options Exercise $0 +10.3K $0.00 10.3K Sep 19, 2023 Class A Common Stock 10.3K Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -10.3K -100% $0.00* 0 Sep 19, 2023 Class A Common Stock 10.3K Direct F1, F10
transaction NET Class B Common Stock Conversion of derivative security $0 -2.56K -0.17% $0.00 1.5M Sep 19, 2023 Class A Common Stock 2.56K See footnote F1, F6
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -10.3K -0.28% $0.00 3.7M Sep 20, 2023 Class B Common Stock 10.3K $2.04 Direct F9
transaction NET Class B Common Stock Options Exercise $0 +10.3K $0.00 10.3K Sep 20, 2023 Class A Common Stock 10.3K Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -10.3K -100% $0.00* 0 Sep 20, 2023 Class A Common Stock 10.3K Direct F1, F10
transaction NET Class B Common Stock Conversion of derivative security $0 -2.56K -0.17% $0.00 1.5M Sep 20, 2023 Class A Common Stock 2.56K See footnote F1, F6
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -10.3K -0.28% $0.00 3.69M Sep 21, 2023 Class B Common Stock 10.3K $2.04 Direct F9
transaction NET Class B Common Stock Options Exercise $0 +10.3K $0.00 10.3K Sep 21, 2023 Class A Common Stock 10.3K Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -10.3K -100% $0.00* 0 Sep 21, 2023 Class A Common Stock 10.3K Direct F1, F10
transaction NET Class B Common Stock Conversion of derivative security $0 -2.56K -0.17% $0.00 1.5M Sep 21, 2023 Class A Common Stock 2.56K See footnote F1, F6
holding NET Class B Common Stock 3.09M Sep 19, 2023 Class A Common Stock 3.09M See footnote F1, F2, F11
holding NET Class B Common Stock 294K Sep 19, 2023 Class A Common Stock 294K See footnote F1, F12
holding NET Class B Common Stock 809K Sep 19, 2023 Class A Common Stock 809K See footnote F1, F13
holding NET Class B Common Stock 1.56M Sep 19, 2023 Class A Common Stock 1.56M See footnote F1, F14
holding NET Class B Common Stock 250K Sep 19, 2023 Class A Common Stock 250K See footnote F1, F15, F16
* 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 $59.725 to $60.29, 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), (5), (7) and (8) 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 $60.79 to $61.18, inclusive.
F6 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.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.41 to $60.38, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.88 to $58.73, 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 Excludes 250,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 30, 2023 and are now held directly by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee (the "2023 Annuity Trust 2").
F12 The shares are held of record by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.
F13 The shares are held of record by The Sutherland/Zatlyn 2022 Annuity Trust dated May 26, 2022, for which the reporting person serves as co-trustee.
F14 The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee.
F15 Consists of 250,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 30, 2023 and are now held directly by the 2023 Annuity Trust 2.
F16 The shares are held of record by the 2023 Annuity Trust 2.