Michelle Zatlyn - Feb 15, 2024 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
Feb 15, 2024
Transactions value $
-$47,263,116
Form type
4
Date filed
2/20/2024, 08:08 PM
Previous filing
Jan 19, 2024
Next filing
Mar 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Tax liability -$986K -9.74K -4.05% $101.22 231K Feb 15, 2024 Direct F1, F2
transaction NET Class A Common Stock Conversion of derivative security +222K +575.69% 260K Feb 15, 2024 See footnote F3, F4
transaction NET Class A Common Stock Sale -$5.47M -54.7K -21.01% $99.99 206K Feb 15, 2024 See footnote F4, F5, F6
transaction NET Class A Common Stock Sale -$9.73M -96.4K -46.88% $100.88 109K Feb 15, 2024 See footnote F4, F5, F7
transaction NET Class A Common Stock Sale -$3.99M -39.3K -35.94% $101.70 70K Feb 15, 2024 See footnote F4, F5, F8
transaction NET Class A Common Stock Sale -$2.54M -24.5K -35.05% $103.33 45.5K Feb 15, 2024 See footnote F4, F5, F9
transaction NET Class A Common Stock Sale -$721K -6.93K -15.24% $104.03 38.5K Feb 15, 2024 See footnote F4, F5, F10
transaction NET Class A Common Stock Conversion of derivative security +97.7K 97.7K Feb 15, 2024 See footnote F3, F11
transaction NET Class A Common Stock Sale -$1.37M -13.7K -14.05% $99.99 84K Feb 15, 2024 See footnote F5, F6, F11
transaction NET Class A Common Stock Sale -$2.43M -24.1K -28.73% $100.88 59.9K Feb 15, 2024 See footnote F5, F7, F11
transaction NET Class A Common Stock Sale -$994K -9.78K -16.33% $101.70 50.1K Feb 15, 2024 See footnote F5, F8, F11
transaction NET Class A Common Stock Sale -$632K -6.11K -12.21% $103.33 44K Feb 15, 2024 See footnote F5, F9, F11
transaction NET Class A Common Stock Sale -$180K -1.73K -3.93% $104.03 42.2K Feb 15, 2024 See footnote F5, F10, F11
transaction NET Class A Common Stock Gift $0 -42.2K -100% $0.00* 0 Feb 15, 2024 See footnote F11
transaction NET Class A Common Stock Conversion of derivative security +127K +329.02% 165K Feb 16, 2024 See footnote F3, F4
transaction NET Class A Common Stock Sale -$5.64M -57.3K -34.66% $98.46 108K Feb 16, 2024 See footnote F4, F5, F12
transaction NET Class A Common Stock Sale -$3.84M -38.6K -35.76% $99.34 69.4K Feb 16, 2024 See footnote F4, F5, F13
transaction NET Class A Common Stock Sale -$1.29M -12.8K -18.48% $100.55 56.6K Feb 16, 2024 See footnote F4, F5, F14
transaction NET Class A Common Stock Sale -$1.82M -18K -31.88% $101.13 38.5K Feb 16, 2024 See footnote F4, F5, F15
transaction NET Class A Common Stock Conversion of derivative security +31.7K 31.7K Feb 16, 2024 See footnote F3, F11
transaction NET Class A Common Stock Sale -$1.42M -14.4K -45.34% $98.46 17.3K Feb 16, 2024 See footnote F5, F11, F12
transaction NET Class A Common Stock Sale -$958K -9.64K -55.63% $99.34 7.69K Feb 16, 2024 See footnote F5, F11, F13
transaction NET Class A Common Stock Sale -$321K -3.19K -41.5% $100.55 4.5K Feb 16, 2024 See footnote F5, F11, F14
transaction NET Class A Common Stock Sale -$455K -4.5K -100% $101.14 0 Feb 16, 2024 See footnote F5, F11, F15
transaction NET Class A Common Stock Conversion of derivative security +20.5K +53.22% 59.1K Feb 20, 2024 See footnote F3, F4
transaction NET Class A Common Stock Sale -$1.21M -12.6K -21.38% $96.02 46.4K Feb 20, 2024 See footnote F4, F5, F16
transaction NET Class A Common Stock Sale -$764K -7.89K -16.99% $96.79 38.5K Feb 20, 2024 See footnote F4, F5, F17
transaction NET Class A Common Stock Conversion of derivative security +5.13K 5.13K Feb 20, 2024 See footnote F3, F11
transaction NET Class A Common Stock Sale -$305K -3.18K -61.91% $96.02 1.95K Feb 20, 2024 See footnote F5, F11, F16
transaction NET Class A Common Stock Sale -$189K -1.95K -100% $96.79 0 Feb 20, 2024 See footnote F5, F11, F17

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 -222K -6.22% $0.00 3.35M Feb 15, 2024 Class B Common Stock 222K $2.04 Direct F18
transaction NET Class B Common Stock Options Exercise $0 +222K $0.00 222K Feb 15, 2024 Class A Common Stock 222K Direct F3
transaction NET Class B Common Stock Conversion of derivative security $0 -222K -100% $0.00* 0 Feb 15, 2024 Class A Common Stock 222K Direct F3, F19
transaction NET Class B Common Stock Conversion of derivative security $0 -97.7K -6.65% $0.00 1.37M Feb 15, 2024 Class A Common Stock 97.7K See footnote F3, F11
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -127K -3.79% $0.00 3.22M Feb 16, 2024 Class B Common Stock 127K $2.04 Direct F18
transaction NET Class B Common Stock Options Exercise $0 +127K $0.00 127K Feb 16, 2024 Class A Common Stock 127K Direct F3
transaction NET Class B Common Stock Conversion of derivative security $0 -127K -100% $0.00* 0 Feb 16, 2024 Class A Common Stock 127K Direct F3, F19
transaction NET Class B Common Stock Conversion of derivative security $0 -31.7K -2.31% $0.00 1.34M Feb 16, 2024 Class A Common Stock 31.7K See footnote F3, F11
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20.5K -0.64% $0.00 3.2M Feb 20, 2024 Class B Common Stock 20.5K $2.04 Direct F18
transaction NET Class B Common Stock Options Exercise $0 +20.5K $0.00 20.5K Feb 20, 2024 Class A Common Stock 20.5K Direct F3
transaction NET Class B Common Stock Conversion of derivative security $0 -20.5K -100% $0.00* 0 Feb 20, 2024 Class A Common Stock 20.5K Direct F3, F19
transaction NET Class B Common Stock Conversion of derivative security $0 -5.13K -0.38% $0.00 1.33M Feb 20, 2024 Class A Common Stock 5.13K See footnote F3, F11
holding NET Class B Common Stock 3.08M Feb 15, 2024 Class A Common Stock 3.08M See footnote F3, F4
holding NET Class B Common Stock 294K Feb 15, 2024 Class A Common Stock 294K See footnote F3, F20
holding NET Class B Common Stock 809K Feb 15, 2024 Class A Common Stock 809K See footnote F3, F21
holding NET Class B Common Stock 1.56M Feb 15, 2024 Class A Common Stock 1.56M See footnote F3, F22
holding NET Class B Common Stock 250K Feb 15, 2024 Class A Common Stock 250K See footnote F3, F23
* 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 9,478 shares issuable upon vesting and settlement of the RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-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 of record 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 30, 2022.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.43 to $100.42, 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 (10) and (12) through (17) 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 $100.43 to $101.425, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.43 to $102.29, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.84 to $103.815, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.84 to $104.36, inclusive.
F11 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.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.86 to $98.85, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.86 to $99.855, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.86 to $100.85, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.86 to $101.665, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.49 to $96.48, inclusive.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.49 to $97.30, inclusive.
F18 Shares subject to the option are fully vested and immediately exercisable.
F19 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.
F20 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.
F21 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.
F22 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.
F23 The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee.