Michelle Zatlyn - 20 Aug 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 Aug 2024
Net transactions value
-$7,136,786
Form type
4
Filing time
22 Aug 2024, 19:23:52 UTC
Previous filing
16 Aug 2024
Next filing
11 Sep 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 +20,512 +216% 29,989 20 Aug 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $829,179 -10,013 -33% $82.81 19,976 20 Aug 2024 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $969,017 -11,554 -58% $83.87 8,422 20 Aug 2024 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $711,575 -8,422 -100% $84.49 0 20 Aug 2024 See footnote F2, F3, F6
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 20 Aug 2024 See footnote F1, F7
transaction NET Class A Common Stock Sale $160,330 -1,920 -7.8% $83.51 22,823 20 Aug 2024 See footnote F3, F7, F8
transaction NET Class A Common Stock Sale $270,617 -3,208 -14% $84.36 19,615 20 Aug 2024 See footnote F3, F7, F9
transaction NET Class A Common Stock Conversion of derivative security +20,512 20,512 21 Aug 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,676,661 -20,512 -100% $81.74 0 21 Aug 2024 See footnote F2, F3, F10
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 21 Aug 2024 See footnote F1, F7
transaction NET Class A Common Stock Sale $419,165 -5,128 -21% $81.74 19,615 21 Aug 2024 See footnote F3, F7, F10
transaction NET Class A Common Stock Conversion of derivative security +20,512 20,512 22 Aug 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,479,135 -18,071 -88% $81.85 2,441 22 Aug 2024 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale $201,060 -2,441 -100% $82.37 0 22 Aug 2024 See footnote F2, F3, F12
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 22 Aug 2024 See footnote F1, F7
transaction NET Class A Common Stock Sale $370,710 -4,529 -18% $81.85 20,214 22 Aug 2024 See footnote F3, F7, F11
transaction NET Class A Common Stock Sale $49,338 -599 -3% $82.37 19,615 22 Aug 2024 See footnote F3, F7, F12
holding NET Class A Common Stock 192,177 20 Aug 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 -20,512 -0.71% $0.000000 2,882,020 20 Aug 2024 Class B Common Stock 20,512 $2.04 Direct F13
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 20 Aug 2024 Class A Common Stock 20,512 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -20,512 -100% $0.000000 0 20 Aug 2024 Class A Common Stock 20,512 Direct F1, F14
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.34% $0.000000 1,488,556 20 Aug 2024 Class A Common Stock 5,128 See footnote F1, F7
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,512 -0.71% $0.000000 2,861,508 21 Aug 2024 Class B Common Stock 20,512 $2.04 Direct F13
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 21 Aug 2024 Class A Common Stock 20,512 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -20,512 -100% $0.000000 0 21 Aug 2024 Class A Common Stock 20,512 Direct F1, F14
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.34% $0.000000 1,483,428 21 Aug 2024 Class A Common Stock 5,128 See footnote F1, F7
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,512 -0.72% $0.000000 2,840,996 22 Aug 2024 Class B Common Stock 20,512 $2.04 Direct F13
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 22 Aug 2024 Class A Common Stock 20,512 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -20,512 -100% $0.000000 0 22 Aug 2024 Class A Common Stock 20,512 Direct F1, F14
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.35% $0.000000 1,478,300 22 Aug 2024 Class A Common Stock 5,128 See footnote F1, F7
holding NET Class B Common Stock 1,881,285 20 Aug 2024 Class A Common Stock 1,881,285 See footnote F1, F2, F15
holding NET Class B Common Stock 294,275 20 Aug 2024 Class A Common Stock 294,275 See footnote F1, F16
holding NET Class B Common Stock 948,175 20 Aug 2024 Class A Common Stock 948,175 See footnote F1, F17
holding NET Class B Common Stock 250,000 20 Aug 2024 Class A Common Stock 250,000 See footnote F1, F18
holding NET Class B Common Stock 1,189,225 20 Aug 2024 Class A Common Stock 1,189,225 See footnote F1, F19
holding NET Class B Common Stock 1,200,000 20 Aug 2024 Class A Common Stock 1,200,000 See footnote F1, F20, F21
* 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 $82.27 to $83.26, 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 (6) and (8) 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 $83.27 to $84.26, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.27 to $84.80, inclusive.
F7 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 (the ?SZ 2021 Irrevocable Trust?).
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.96 to $83.95, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.985 to $84.80, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.30 to $82.175, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.28 to $82.27, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.28 to $82.495, inclusive.
F13 Shares subject to the option are fully vested and immediately exercisable.
F14 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.
F15 Excludes 1,200,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 19, 2024 and are now held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust II").
F16 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.
F17 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.
F18 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.
F19 The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee.
F20 Consists of 1,200,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 19, 2024 and are now held directly by the 2024 Annuity Trust II.
F21 The shares are held of record by the 2024 Annuity Trust II.