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

Role
President and COO, Director
Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
19 Sep 2023
Net transactions value
-$2,288,321
Form type
4
Filing time
21 Sep 2023, 20:48:45 UTC
Previous filing
24 Aug 2023
Next filing
18 Oct 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 +53% 29,634 19 Sep 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale $361,452 -6,034 -20% $59.90 23,600 19 Sep 2023 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $257,351 -4,222 -18% $60.95 19,378 19 Sep 2023 See footnote F2, F3, F5
transaction NET Class A Common Stock Conversion of derivative security +2,564 2,564 19 Sep 2023 See footnote F1, F6
transaction NET Class A Common Stock Sale $90,515 -1,511 -59% $59.90 1,053 19 Sep 2023 See footnote F3, F4, F6
transaction NET Class A Common Stock Sale $64,186 -1,053 -100% $60.96 0 19 Sep 2023 See footnote F3, F5, F6
transaction NET Class A Common Stock Conversion of derivative security +10,256 +53% 29,634 20 Sep 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale $614,127 -10,256 -35% $59.88 19,378 20 Sep 2023 See footnote F2, F3, F7
transaction NET Class A Common Stock Conversion of derivative security +2,564 2,564 20 Sep 2023 See footnote F1, F6
transaction NET Class A Common Stock Sale $153,532 -2,564 -100% $59.88 0 20 Sep 2023 See footnote F3, F6, F7
transaction NET Class A Common Stock Conversion of derivative security +10,256 +53% 29,634 21 Sep 2023 See footnote F1, F2
transaction NET Class A Common Stock Sale $597,727 -10,256 -35% $58.28 19,378 21 Sep 2023 See footnote F2, F3, F8
transaction NET Class A Common Stock Conversion of derivative security +2,564 2,564 21 Sep 2023 See footnote F1, F6
transaction NET Class A Common Stock Sale $149,432 -2,564 -100% $58.28 0 21 Sep 2023 See footnote F3, F6, F8
holding NET Class A Common Stock 269,047 19 Sep 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 -10,256 -0.28% $0.000000 3,712,804 19 Sep 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 19 Sep 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 19 Sep 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 1,504,488 19 Sep 2023 Class A Common Stock 2,564 See footnote F1, F6
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -10,256 -0.28% $0.000000 3,702,548 20 Sep 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 20 Sep 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 20 Sep 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 1,501,924 20 Sep 2023 Class A Common Stock 2,564 See footnote F1, F6
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -10,256 -0.28% $0.000000 3,692,292 21 Sep 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 21 Sep 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 21 Sep 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 1,499,360 21 Sep 2023 Class A Common Stock 2,564 See footnote F1, F6
holding NET Class B Common Stock 3,094,810 19 Sep 2023 Class A Common Stock 3,094,810 See footnote F1, F2, F11
holding NET Class B Common Stock 294,275 19 Sep 2023 Class A Common Stock 294,275 See footnote F1, F12
holding NET Class B Common Stock 808,611 19 Sep 2023 Class A Common Stock 808,611 See footnote F1, F13
holding NET Class B Common Stock 1,562,792 19 Sep 2023 Class A Common Stock 1,562,792 See footnote F1, F14
holding NET Class B Common Stock 250,000 19 Sep 2023 Class A Common Stock 250,000 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.