Thomas J. Seifert - 15 Mar 2024 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
Chief Financial Officer
Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
15 Mar 2024
Net transactions value
-$10,095,015
Form type
4
Filing time
19 Mar 2024, 16:10:44 UTC
Previous filing
05 Mar 2024
Next filing
04 Apr 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 Conversion of derivative security +15,000 +4.4% 353,469 15 Mar 2024 Direct F1
transaction NET Class A Common Stock Sale $767,466 -8,389 -2.4% $91.48 345,080 15 Mar 2024 Direct F2, F3
transaction NET Class A Common Stock Sale $590,470 -6,411 -1.9% $92.10 338,669 15 Mar 2024 Direct F2, F4
transaction NET Class A Common Stock Sale $18,626 -200 -0.06% $93.13 338,469 15 Mar 2024 Direct F2, F5
transaction NET Class A Common Stock Conversion of derivative security +50,000 50,000 15 Mar 2024 See footnote F1, F6
transaction NET Class A Common Stock Sale $2,340,943 -25,593 -51% $91.47 24,407 15 Mar 2024 See footnote F2, F6, F7
transaction NET Class A Common Stock Sale $2,201,242 -23,907 -98% $92.08 500 15 Mar 2024 See footnote F2, F6, F8
transaction NET Class A Common Stock Sale $46,539 -500 -100% $93.08 0 15 Mar 2024 See footnote F2, F6, F9
transaction NET Class A Common Stock Conversion of derivative security +15,000 15,000 15 Mar 2024 See footnote F1, F10
transaction NET Class A Common Stock Sale $778,998 -8,515 -57% $91.49 6,485 15 Mar 2024 See footnote F2, F10, F11
transaction NET Class A Common Stock Sale $569,593 -6,185 -95% $92.09 300 15 Mar 2024 See footnote F2, F10, F12
transaction NET Class A Common Stock Sale $27,919 -300 -100% $93.06 0 15 Mar 2024 See footnote F2, F10, F13
transaction NET Class A Common Stock Conversion of derivative security +15,000 15,000 15 Mar 2024 See footnote F1, F14
transaction NET Class A Common Stock Sale $805,240 -8,800 -59% $91.50 6,200 15 Mar 2024 See footnote F2, F14, F15
transaction NET Class A Common Stock Sale $561,968 -6,100 -98% $92.13 100 15 Mar 2024 See footnote F2, F14, F16
transaction NET Class A Common Stock Sale $9,338 -100 -100% $93.38 0 15 Mar 2024 See footnote F2, F14
transaction NET Class A Common Stock Conversion of derivative security +15,000 15,000 15 Mar 2024 See footnote F1, F17
transaction NET Class A Common Stock Sale $715,465 -7,822 -52% $91.47 7,178 15 Mar 2024 See footnote F2, F17, F18
transaction NET Class A Common Stock Sale $633,302 -6,878 -96% $92.08 300 15 Mar 2024 See footnote F2, F17, F19
transaction NET Class A Common Stock Sale $27,906 -300 -100% $93.02 0 15 Mar 2024 See footnote F2, F17, F20

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 -15,000 -2.5% $0.000000 585,341 15 Mar 2024 Class B Common Stock 15,000 $2.04 Direct F1, F21
transaction NET Class B Common Stock Options Exercise $0 +15,000 +168% $0.000000 23,925 15 Mar 2024 Class A Common Stock 15,000 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -15,000 -63% $0.000000 8,925 15 Mar 2024 Class A Common Stock 15,000 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -50,000 -20% $0.000000 200,000 15 Mar 2024 Class A Common Stock 50,000 See footnote F1, F6
transaction NET Class B Common Stock Conversion of derivative security $0 -15,000 -20% $0.000000 61,100 15 Mar 2024 Class A Common Stock 15,000 See footnote F1, F10
transaction NET Class B Common Stock Conversion of derivative security $0 -15,000 -20% $0.000000 61,100 15 Mar 2024 Class A Common Stock 15,000 See footnote F1, F14
transaction NET Class B Common Stock Conversion of derivative security $0 -15,000 -20% $0.000000 61,100 15 Mar 2024 Class A Common Stock 15,000 See footnote F1, F17
* 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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 27, 2023.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.86 to $91.83, 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 (3) through (5), (7) through (9), (11) through (13), (15), (16) and (18) through (20) to this Form 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.86 to $92.78, inclusive.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.88 to $93.38, inclusive.
F6 The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.81 to $91.80, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.81 to $92.76, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.85 to $93.40, inclusive.
F10 The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.86 to $91.85, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.86 to $92.76, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.87 to $93.43, inclusive.
F14 The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.89 to $91.88, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.89 to $92.88, inclusive.
F17 The shares are held of record by Center Court 2020 Trust 3 UA 12/11/20, for which the reporting person serves as trustee.
F18 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.81 to $91.79, inclusive.
F19 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.81 to $92.72, inclusive.
F20 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.81 to $93.38, inclusive.
F21 Shares subject to the option are fully vested and immediately exercisable.