Matthew Prince - 06 May 2024 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
CEO & Chair of the Board, Director, 10%+ Owner
Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
06 May 2024
Net transactions value
-$11,594,047
Form type
4
Filing time
08 May 2024, 18:54:45 UTC
Previous filing
11 Apr 2024
Next filing
17 May 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 +52,384 52,384 06 May 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $2,526,909 -33,997 -65% $74.33 18,387 06 May 2024 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $1,361,875 -18,087 -98% $75.30 300 06 May 2024 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $22,761 -300 -100% $75.87 0 06 May 2024 See footnote F2, F3, F6
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 07 May 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,576,262 -21,355 -41% $73.81 31,029 07 May 2024 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale $2,307,676 -31,029 -100% $74.37 0 07 May 2024 See footnote F2, F3, F8
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 08 May 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $3,659,356 -50,483 -96% $72.49 1,901 08 May 2024 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale $139,208 -1,901 -100% $73.23 0 08 May 2024 See footnote F2, F3, F10
holding NET Class A Common Stock 230,612 06 May 2024 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 Class B Common Stock Conversion of derivative security $0 -52,384 -0.46% $0.000000 11,425,121 06 May 2024 Class A Common Stock 52,384 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.46% $0.000000 11,372,737 07 May 2024 Class A Common Stock 52,384 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.46% $0.000000 11,320,353 08 May 2024 Class A Common Stock 52,384 See footnote F1, F2
holding NET Class B Common Stock 6,928,408 06 May 2024 Class A Common Stock 6,928,408 See footnote F1, F11
holding NET Class B Common Stock 1,060,000 06 May 2024 Class A Common Stock 1,060,000 See footnote F1, F12
holding NET Class B Common Stock 2,478,738 06 May 2024 Class A Common Stock 2,478,738 See footnote F1, F13
holding NET Class B Common Stock 4,000,000 06 May 2024 Class A Common Stock 4,000,000 See footnote F1, F14
holding NET Class B Common Stock 3,900,000 06 May 2024 Class A Common Stock 3,900,000 See footnote F1, F15
* 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 Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as 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 20, 2023.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.86 to $74.85, 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) through (10) 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 $74.86 to $75.84, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.865 to $75.875, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.065 to $74.06, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.07 to $75.01, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.09 to $73.085, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.10 to $73.56, inclusive.
F11 The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
F12 The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
F13 The shares are held of record by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the reporting person serves as co-trustee and investment advisor.
F14 The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves as co-trustee and investment advisor.
F15 The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor.