Michelle Zatlyn - 15 Feb 2024 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
15 Feb 2024
Net transactions value
-$47,263,116
Form type
4
Filing time
20 Feb 2024, 20:08:18 UTC
Previous filing
19 Jan 2024
Next filing
08 Mar 2024
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 Tax liability $985,883 -9,740 -4.1% $101.22 230,612 15 Feb 2024 Direct F1, F2
transaction NET Class A Common Stock Conversion of derivative security +221,901 +576% 260,446 15 Feb 2024 See footnote F3, F4
transaction NET Class A Common Stock Sale $5,471,628 -54,720 -21% $99.99 205,726 15 Feb 2024 See footnote F4, F5, F6
transaction NET Class A Common Stock Sale $9,729,289 -96,446 -47% $100.88 109,280 15 Feb 2024 See footnote F4, F5, F7
transaction NET Class A Common Stock Sale $3,993,959 -39,271 -36% $101.70 70,009 15 Feb 2024 See footnote F4, F5, F8
transaction NET Class A Common Stock Sale $2,535,190 -24,536 -35% $103.33 45,473 15 Feb 2024 See footnote F4, F5, F9
transaction NET Class A Common Stock Sale $720,698 -6,928 -15% $104.03 38,545 15 Feb 2024 See footnote F4, F5, F10
transaction NET Class A Common Stock Conversion of derivative security +97,714 97,714 15 Feb 2024 See footnote F3, F11
transaction NET Class A Common Stock Sale $1,372,903 -13,730 -14% $99.99 83,984 15 Feb 2024 See footnote F5, F6, F11
transaction NET Class A Common Stock Sale $2,434,341 -24,130 -29% $100.88 59,854 15 Feb 2024 See footnote F5, F7, F11
transaction NET Class A Common Stock Sale $994,139 -9,775 -16% $101.70 50,079 15 Feb 2024 See footnote F5, F8, F11
transaction NET Class A Common Stock Sale $631,731 -6,114 -12% $103.33 43,965 15 Feb 2024 See footnote F5, F9, F11
transaction NET Class A Common Stock Sale $179,550 -1,726 -3.9% $104.03 42,239 15 Feb 2024 See footnote F5, F10, F11
transaction NET Class A Common Stock Gift $0 -42,239 -100% $0.000000* 0 15 Feb 2024 See footnote F11
transaction NET Class A Common Stock Conversion of derivative security +126,819 +329% 165,364 16 Feb 2024 See footnote F3, F4
transaction NET Class A Common Stock Sale $5,643,293 -57,316 -35% $98.46 108,048 16 Feb 2024 See footnote F4, F5, F12
transaction NET Class A Common Stock Sale $3,838,110 -38,638 -36% $99.34 69,410 16 Feb 2024 See footnote F4, F5, F13
transaction NET Class A Common Stock Sale $1,289,701 -12,827 -18% $100.55 56,583 16 Feb 2024 See footnote F4, F5, F14
transaction NET Class A Common Stock Sale $1,824,271 -18,038 -32% $101.13 38,545 16 Feb 2024 See footnote F4, F5, F15
transaction NET Class A Common Stock Conversion of derivative security +31,705 31,705 16 Feb 2024 See footnote F3, F11
transaction NET Class A Common Stock Sale $1,415,352 -14,375 -45% $98.46 17,330 16 Feb 2024 See footnote F5, F11, F12
transaction NET Class A Common Stock Sale $957,768 -9,641 -56% $99.34 7,689 16 Feb 2024 See footnote F5, F11, F13
transaction NET Class A Common Stock Sale $320,841 -3,191 -42% $100.55 4,498 16 Feb 2024 See footnote F5, F11, F14
transaction NET Class A Common Stock Sale $454,906 -4,498 -100% $101.14 0 16 Feb 2024 See footnote F5, F11, F15
transaction NET Class A Common Stock Conversion of derivative security +20,512 +53% 59,057 20 Feb 2024 See footnote F3, F4
transaction NET Class A Common Stock Sale $1,212,134 -12,624 -21% $96.02 46,433 20 Feb 2024 See footnote F4, F5, F16
transaction NET Class A Common Stock Sale $763,517 -7,888 -17% $96.79 38,545 20 Feb 2024 See footnote F4, F5, F17
transaction NET Class A Common Stock Conversion of derivative security +5,128 5,128 20 Feb 2024 See footnote F3, F11
transaction NET Class A Common Stock Sale $304,873 -3,175 -62% $96.02 1,953 20 Feb 2024 See footnote F5, F11, F16
transaction NET Class A Common Stock Sale $189,039 -1,953 -100% $96.79 0 20 Feb 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 -221,901 -6.2% $0.000000 3,347,319 15 Feb 2024 Class B Common Stock 221,901 $2.04 Direct F18
transaction NET Class B Common Stock Options Exercise $0 +221,901 $0.000000 221,901 15 Feb 2024 Class A Common Stock 221,901 Direct F3
transaction NET Class B Common Stock Conversion of derivative security $0 -221,901 -100% $0.000000* 0 15 Feb 2024 Class A Common Stock 221,901 Direct F3, F19
transaction NET Class B Common Stock Conversion of derivative security $0 -97,714 -6.7% $0.000000 1,370,878 15 Feb 2024 Class A Common Stock 97,714 See footnote F3, F11
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -126,819 -3.8% $0.000000 3,220,500 16 Feb 2024 Class B Common Stock 126,819 $2.04 Direct F18
transaction NET Class B Common Stock Options Exercise $0 +126,819 $0.000000 126,819 16 Feb 2024 Class A Common Stock 126,819 Direct F3
transaction NET Class B Common Stock Conversion of derivative security $0 -126,819 -100% $0.000000* 0 16 Feb 2024 Class A Common Stock 126,819 Direct F3, F19
transaction NET Class B Common Stock Conversion of derivative security $0 -31,705 -2.3% $0.000000 1,339,173 16 Feb 2024 Class A Common Stock 31,705 See footnote F3, F11
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,512 -0.64% $0.000000 3,199,988 20 Feb 2024 Class B Common Stock 20,512 $2.04 Direct F18
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 20 Feb 2024 Class A Common Stock 20,512 Direct F3
transaction NET Class B Common Stock Conversion of derivative security $0 -20,512 -100% $0.000000* 0 20 Feb 2024 Class A Common Stock 20,512 Direct F3, F19
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.38% $0.000000 1,334,045 20 Feb 2024 Class A Common Stock 5,128 See footnote F3, F11
holding NET Class B Common Stock 3,081,285 15 Feb 2024 Class A Common Stock 3,081,285 See footnote F3, F4
holding NET Class B Common Stock 294,275 15 Feb 2024 Class A Common Stock 294,275 See footnote F3, F20
holding NET Class B Common Stock 808,611 15 Feb 2024 Class A Common Stock 808,611 See footnote F3, F21
holding NET Class B Common Stock 1,562,792 15 Feb 2024 Class A Common Stock 1,562,792 See footnote F3, F22
holding NET Class B Common Stock 250,000 15 Feb 2024 Class A Common Stock 250,000 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.