Michelle Zatlyn - Nov 15, 2024 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
President and COO, Director
Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
Nov 15, 2024
Transactions value $
-$874,360
Form type
4
Date filed
11/19/2024, 05:09 PM
Previous filing
Oct 9, 2024
Next filing
Nov 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Tax liability -$874K -9.74K -5.33% $89.77 173K Nov 15, 2024 Direct F1, F2
transaction NET Class A Common Stock Conversion of derivative security +22.4K +235.9% 31.8K Nov 15, 2024 See footnote F3, F4
transaction NET Class A Common Stock Gift $0 -22.4K -70.23% $0.00 9.48K Nov 15, 2024 See footnote F4
holding NET Class A Common Stock 19.6K Nov 15, 2024 See footnote F5

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 -22.4K -2.45% $0.00 889K Nov 15, 2024 Class A Common Stock 22.4K See footnote F3, F4, F6, F7, F8
holding NET Class B Common Stock 1.45M Nov 15, 2024 Class A Common Stock 1.45M See footnote F3, F5
holding NET Class B Common Stock 352K Nov 15, 2024 Class A Common Stock 352K See footnote F3, F9, F10
holding NET Class B Common Stock 948K Nov 15, 2024 Class A Common Stock 948K See footnote F3, F11
holding NET Class B Common Stock 163K Nov 15, 2024 Class A Common Stock 163K See footnote F3, F12, F13
holding NET Class B Common Stock 1.19M Nov 15, 2024 Class A Common Stock 1.19M See footnote F3, F14
holding NET Class B Common Stock 1.2M Nov 15, 2024 Class A Common Stock 1.2M See footnote F3, F15
holding NET Class B Common Stock 1M Nov 15, 2024 Class A Common Stock 1M See footnote F3, F16, F17
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
F2 The 9,478 shares issuable upon vesting and settlement of the RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").
F3 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.
F4 The shares are held of record by the Revocable Trust.
F5 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.
F6 Includes 87,032 shares previously reported as held directly by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee (the "2023 Annuity Trust II") which were re-registered on November 15, 2024 and are now held directly by the Revocable Trust.
F7 Excludes 57,230 shares previously reported as held directly by the Revocable Trust which were re-registered on November 15, 2024 and are now held directly by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor (the "SZ 2020 Irrevocable Trust").
F8 Excludes 1,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on November 15, 2024 and are now held directly by The Sutherland/Zatlyn 2024 Annuity Trust III dated November 12, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust III").
F9 Includes 57,230 shares previously reported as held directly by the Revocable Trust which were re-registered on November 15, 2024 and are now held of record by the SZ 2020 Irrevocable Trust.
F10 The shares are held of record by the SZ 2020 Irrevocable Trust.
F11 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.
F12 Excludes 87,032 shares previously reported as held directly by the 2023 Annuity Trust II which were re-registered on November 15, 2024 and are now held directly by the Revocable Trust.
F13 The shares are held of record by 2023 Annuity Trust II.
F14 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.
F15 The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee.
F16 Consists of 1,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on November 15, 2024 and are now held directly by the 2024 Annuity Trust III.
F17 The shares are held of record by the 2024 Annuity Trust III.