Matthew Prince - 11 Jun 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
11 Jun 2024
Net transactions value
-$11,606,555
Form type
4
Filing time
13 Jun 2024, 20:08:10 UTC
Previous filing
17 May 2024
Next filing
11 Jul 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 +599% 61,126 11 Jun 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,213,174 -17,016 -28% $71.30 44,110 11 Jun 2024 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $2,523,979 -34,868 -79% $72.39 9,242 11 Jun 2024 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $36,464 -500 -5.4% $72.93 8,742 11 Jun 2024 See footnote F2, F3, F6
transaction NET Class A Common Stock Conversion of derivative security +52,384 +599% 61,126 12 Jun 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $769,802 -10,360 -17% $74.31 50,766 12 Jun 2024 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale $2,794,391 -37,164 -73% $75.19 13,602 12 Jun 2024 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale $368,039 -4,860 -36% $75.73 8,742 12 Jun 2024 See footnote F2, F3, F9
transaction NET Class A Common Stock Conversion of derivative security +52,384 +599% 61,126 13 Jun 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $3,088,054 -41,608 -68% $74.22 19,518 13 Jun 2024 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale $538,622 -7,174 -37% $75.08 12,344 13 Jun 2024 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale $274,029 -3,602 -29% $76.08 8,742 13 Jun 2024 See footnote F2, F3, F12
holding NET Class A Common Stock 211,394 11 Jun 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 -0.57% $0.000000 9,213,549 11 Jun 2024 Class A Common Stock 52,384 See footnote F1, F2, F13, F14
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.57% $0.000000 9,161,165 12 Jun 2024 Class A Common Stock 52,384 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.57% $0.000000 9,108,781 13 Jun 2024 Class A Common Stock 52,384 See footnote F1, F2
holding NET Class B Common Stock 6,928,408 11 Jun 2024 Class A Common Stock 6,928,408 See footnote F1, F15
holding NET Class B Common Stock 1,060,000 11 Jun 2024 Class A Common Stock 1,060,000 See footnote F1, F16
holding NET Class B Common Stock 2,478,738 11 Jun 2024 Class A Common Stock 2,478,738 See footnote F1, F17
holding NET Class B Common Stock 2,054,420 11 Jun 2024 Class A Common Stock 2,054,420 See footnote F1, F18, F19
holding NET Class B Common Stock 3,900,000 11 Jun 2024 Class A Common Stock 3,900,000 See footnote F1, F20
holding NET Class B Common Stock 4,000,000 11 Jun 2024 Class A Common Stock 4,000,000 See footnote F1, F21, F22
* 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 $70.90 to $71.89, 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 (12) 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 $71.90 to $72.885, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.90 to $72.96, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.64 to $74.635, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.64 to $75.625, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.645 to $75.82, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.76 to $74.75, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.77 to $75.76, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.77 to $76.41, inclusive.
F13 Includes 1,945,580 shares previously reported as held directly 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 (the "2023 Annuity Trust") which were re-registered on May 30, 2024 and are now held directly by the Revocable Trust.
F14 Excludes 4,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 30, 2024 and are now held directly by The Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024, for which the reporting person serves as co-trustee and investment advisor (the "2024 Annuity Trust").
F15 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.
F16 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.
F17 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.
F18 Excludes 1,945,580 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 30, 2024 and are now held directly by the Revocable Trust.
F19 The shares are held of record by the 2023 Annuity Trust.
F20 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.
F21 Consists of 4,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 30, 2024 and are now held directly by the 2024 Annuity Trust.
F22 The shares are held of record by the 2024 Annuity Trust.