Matthew Prince - 13 Nov 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
13 Nov 2024
Net transactions value
-$14,508,304
Form type
4
Filing time
15 Nov 2024, 19:59:59 UTC
Previous filing
17 Oct 2024
Next filing
19 Nov 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 +41,623 +387% 52,384 13 Nov 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $211,060 -2,282 -4.4% $92.49 50,102 13 Nov 2024 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $1,953,821 -20,867 -42% $93.63 29,235 13 Nov 2024 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $219,288 -2,315 -7.9% $94.72 26,920 13 Nov 2024 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale $492,024 -5,133 -19% $95.86 21,787 13 Nov 2024 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale $611,343 -6,313 -29% $96.84 15,474 13 Nov 2024 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale $1,133,849 -11,566 -75% $98.03 3,908 13 Nov 2024 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale $385,791 -3,908 -100% $98.72 0 13 Nov 2024 See footnote F2, F3, F10
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 14 Nov 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $2,288,431 -24,927 -48% $91.81 27,457 14 Nov 2024 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale $2,032,834 -21,957 -80% $92.58 5,500 14 Nov 2024 See footnote F2, F3, F12
transaction NET Class A Common Stock Sale $453,072 -4,852 -88% $93.38 648 14 Nov 2024 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale $61,272 -648 -100% $94.55 0 14 Nov 2024 See footnote F2, F3, F14
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 15 Nov 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale $2,203,768 -24,906 -48% $88.48 27,478 15 Nov 2024 See footnote F2, F3, F15
transaction NET Class A Common Stock Sale $1,797,870 -20,110 -73% $89.40 7,368 15 Nov 2024 See footnote F2, F3, F16
transaction NET Class A Common Stock Sale $663,883 -7,368 -100% $90.10 0 15 Nov 2024 See footnote F2, F3, F17
holding NET Class A Common Stock 192,177 13 Nov 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 -41,623 -0.49% $0.000000 8,447,292 13 Nov 2024 Class A Common Stock 41,623 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.62% $0.000000 8,394,908 14 Nov 2024 Class A Common Stock 52,384 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.62% $0.000000 8,342,524 15 Nov 2024 Class A Common Stock 52,384 See footnote F1, F2
holding NET Class B Common Stock 6,928,408 13 Nov 2024 Class A Common Stock 6,928,408 See footnote F1, F18
holding NET Class B Common Stock 1,060,000 13 Nov 2024 Class A Common Stock 1,060,000 See footnote F1, F19
holding NET Class B Common Stock 2,054,420 13 Nov 2024 Class A Common Stock 2,054,420 See footnote F1, F20
holding NET Class B Common Stock 2,374,621 13 Nov 2024 Class A Common Stock 2,374,621 See footnote F1, F21
holding NET Class B Common Stock 4,000,000 13 Nov 2024 Class A Common Stock 4,000,000 See footnote F1, F22
holding NET Class B Common Stock 4,004,117 13 Nov 2024 Class A Common Stock 4,004,117 See footnote F1, F23
* 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 $92.12 to $92.91, 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 (17) 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 $93.25 to $94.24, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.26 to $95.125, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.305 to $96.29, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.39 to $97.355, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.395 to $98.385, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.41 to $99.06, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.175 to $92.17, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.185 to $93.18, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.19 to $94.00, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.365 to $94.975, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.855 to $88.85, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.855 to $89.85, inclusive.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.86 to $90.76, inclusive.
F18 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.
F19 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.
F20 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.
F21 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.
F22 The shares are held of record 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.
F23 The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024, for which the reporting person serves as co-trustee and investment advisor.