Michelle Zatlyn - 20 May 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
20 May 2024
Net transactions value
-$6,465,221
Form type
4
Filing time
22 May 2024, 19:50:42 UTC
Previous filing
17 May 2024
Next filing
21 Jun 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 +10,272 +21% 58,295 20 May 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $2,808,216 -37,557 -64% $74.77 20,738 20 May 2024 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $1,560,989 -20,738 -100% $75.27 0 20 May 2024 See footnote F2, F3, F5
transaction NET Class A Common Stock Conversion of derivative security +2,568 +13% 22,183 20 May 2024 See footnote F1, F6
transaction NET Class A Common Stock Sale $191,734 -2,568 -12% $74.66 19,615 20 May 2024 See footnote F3, F6, F7
transaction NET Class A Common Stock Conversion of derivative security +10,256 10,256 21 May 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $670,071 -9,009 -88% $74.38 1,247 21 May 2024 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale $93,560 -1,247 -100% $75.03 0 21 May 2024 See footnote F2, F3, F9
transaction NET Class A Common Stock Conversion of derivative security +2,564 +13% 22,179 21 May 2024 See footnote F1, F6
transaction NET Class A Common Stock Sale $167,724 -2,255 -10% $74.38 19,924 21 May 2024 See footnote F3, F6, F8
transaction NET Class A Common Stock Sale $23,184 -309 -1.6% $75.03 19,615 21 May 2024 See footnote F3, F6, F9
transaction NET Class A Common Stock Conversion of derivative security +10,256 10,256 22 May 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $753,827 -10,176 -99% $74.08 80 22 May 2024 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale $5,968 -80 -100% $74.60 0 22 May 2024 See footnote F2, F3
transaction NET Class A Common Stock Conversion of derivative security +2,564 +13% 22,179 22 May 2024 See footnote F1, F6
transaction NET Class A Common Stock Sale $188,457 -2,544 -11% $74.08 19,635 22 May 2024 See footnote F3, F6, F10
transaction NET Class A Common Stock Sale $1,492 -20 -0.1% $74.60 19,615 22 May 2024 See footnote F3, F6
holding NET Class A Common Stock 211,394 20 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 Employee Stock Option (right to buy) Options Exercise $0 -10,272 -0.33% $0.000000 3,076,900 20 May 2024 Class B Common Stock 10,272 $2.04 Direct F11
transaction NET Class B Common Stock Options Exercise $0 +10,272 $0.000000 10,272 20 May 2024 Class A Common Stock 10,272 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -10,272 -100% $0.000000* 0 20 May 2024 Class A Common Stock 10,272 Direct F1, F12
transaction NET Class B Common Stock Conversion of derivative security $0 -2,568 -0.2% $0.000000 1,303,273 20 May 2024 Class A Common Stock 2,568 See footnote F1, F6
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -10,256 -0.33% $0.000000 3,066,644 21 May 2024 Class B Common Stock 10,256 $2.04 Direct F11
transaction NET Class B Common Stock Options Exercise $0 +10,256 $0.000000 10,256 21 May 2024 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 May 2024 Class A Common Stock 10,256 Direct F1, F12
transaction NET Class B Common Stock Conversion of derivative security $0 -2,564 -0.2% $0.000000 1,300,709 21 May 2024 Class A Common Stock 2,564 See footnote F1, F6
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -10,256 -0.33% $0.000000 3,056,388 22 May 2024 Class B Common Stock 10,256 $2.04 Direct F11
transaction NET Class B Common Stock Options Exercise $0 +10,256 $0.000000 10,256 22 May 2024 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 22 May 2024 Class A Common Stock 10,256 Direct F1, F12
transaction NET Class B Common Stock Conversion of derivative security $0 -2,564 -0.2% $0.000000 1,298,145 22 May 2024 Class A Common Stock 2,564 See footnote F1, F6
holding NET Class B Common Stock 3,081,285 20 May 2024 Class A Common Stock 3,081,285 See footnote F1, F2
holding NET Class B Common Stock 294,275 20 May 2024 Class A Common Stock 294,275 See footnote F1, F13
holding NET Class B Common Stock 808,611 20 May 2024 Class A Common Stock 808,611 See footnote F1, F14
holding NET Class B Common Stock 1,562,792 20 May 2024 Class A Common Stock 1,562,792 See footnote F1, F15
holding NET Class B Common Stock 250,000 20 May 2024 Class A Common Stock 250,000 See footnote F1, 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 27, 2023.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.14 to $75.135, 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) and (7) 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 $75.14 to $75.58, 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 $74.37 to $75.22, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.93 to $74.865, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.935 to $75.115, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.58 to $74.565, inclusive.
F11 Shares subject to the option are fully vested and immediately exercisable.
F12 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.
F13 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.
F14 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.
F15 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.
F16 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.