Michelle Zatlyn - Nov 25, 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 25, 2024
Transactions value $
-$8,949,822
Form type
4
Date filed
11/27/2024, 07:23 PM
Previous filing
Nov 19, 2024

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 +20.5K +216.42% 30K Nov 25, 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale -$378K -3.64K -12.13% $103.77 26.4K Nov 25, 2024 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$686K -6.54K -24.83% $104.92 19.8K Nov 25, 2024 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale -$2.08M -19.7K -99.57% $105.70 86 Nov 25, 2024 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale -$9.14K -86 -100% $106.30 0 Nov 25, 2024 See footnote F2, F3
transaction NET Class A Common Stock Conversion of derivative security +5.13K +26.14% 24.7K Nov 25, 2024 See footnote F1, F7
transaction NET Class A Common Stock Sale -$66K -636 -2.57% $103.77 24.1K Nov 25, 2024 See footnote F3, F4, F7
transaction NET Class A Common Stock Sale -$120K -1.14K -4.74% $104.92 23K Nov 25, 2024 See footnote F3, F5, F7
transaction NET Class A Common Stock Sale -$353K -3.34K -14.52% $105.72 19.6K Nov 25, 2024 See footnote F3, F6, F7
transaction NET Class A Common Stock Sale -$1.49K -14 -0.07% $106.30 19.6K Nov 25, 2024 See footnote F3, F7
transaction NET Class A Common Stock Conversion of derivative security +20.5K 20.5K Nov 26, 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale -$1.59M -15.3K -74.39% $104.30 5.25K Nov 26, 2024 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale -$550K -5.25K -100% $104.66 0 Nov 26, 2024 See footnote F2, F3, F9
transaction NET Class A Common Stock Conversion of derivative security +5.13K +26.14% 24.7K Nov 26, 2024 See footnote F1, F7
transaction NET Class A Common Stock Sale -$399K -3.83K -15.46% $104.30 20.9K Nov 26, 2024 See footnote F3, F7, F8
transaction NET Class A Common Stock Sale -$136K -1.3K -6.22% $104.66 19.6K Nov 26, 2024 See footnote F3, F7, F9
transaction NET Class A Common Stock Conversion of derivative security +20.5K 20.5K Nov 27, 2024 See footnote F1, F2
transaction NET Class A Common Stock Sale -$1.81M -18.1K -88.11% $100.36 2.44K Nov 27, 2024 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale -$246K -2.44K -100% $101.06 0 Nov 27, 2024 See footnote F2, F3, F11
transaction NET Class A Common Stock Conversion of derivative security +5.13K +26.14% 24.7K Nov 27, 2024 See footnote F1, F7
transaction NET Class A Common Stock Sale -$453K -4.51K -18.24% $100.35 20.2K Nov 27, 2024 See footnote F3, F7, F10
transaction NET Class A Common Stock Sale -$62.2K -615 -3.04% $101.06 19.6K Nov 27, 2024 See footnote F3, F7, F11
holding NET Class A Common Stock 173K Nov 25, 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 -20.5K -0.75% $0.00 2.7M Nov 25, 2024 Class B Common Stock 20.5K $2.04 Direct F12
transaction NET Class B Common Stock Options Exercise $0 +20.5K $0.00 20.5K Nov 25, 2024 Class A Common Stock 20.5K Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -20.5K -100% $0.00 0 Nov 25, 2024 Class A Common Stock 20.5K Direct F1, F13
transaction NET Class B Common Stock Conversion of derivative security $0 -5.13K -0.35% $0.00 1.44M Nov 25, 2024 Class A Common Stock 5.13K See footnote F1, F7
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20.5K -0.76% $0.00 2.68M Nov 26, 2024 Class B Common Stock 20.5K $2.04 Direct F12
transaction NET Class B Common Stock Options Exercise $0 +20.5K $0.00 20.5K Nov 26, 2024 Class A Common Stock 20.5K Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -20.5K -100% $0.00 0 Nov 26, 2024 Class A Common Stock 20.5K Direct F1, F13
transaction NET Class B Common Stock Conversion of derivative security $0 -5.13K -0.36% $0.00 1.44M Nov 26, 2024 Class A Common Stock 5.13K See footnote F1, F7
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20.5K -0.77% $0.00 2.66M Nov 27, 2024 Class B Common Stock 20.5K $2.04 Direct F12
transaction NET Class B Common Stock Options Exercise $0 +20.5K $0.00 20.5K Nov 27, 2024 Class A Common Stock 20.5K Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -20.5K -100% $0.00 0 Nov 27, 2024 Class A Common Stock 20.5K Direct F1, F13
transaction NET Class B Common Stock Conversion of derivative security $0 -5.13K -0.36% $0.00 1.43M Nov 27, 2024 Class A Common Stock 5.13K See footnote F1, F7
holding NET Class B Common Stock 889K Nov 25, 2024 Class A Common Stock 889K See footnote F1, F2
holding NET Class B Common Stock 352K Nov 25, 2024 Class A Common Stock 352K See footnote F1, F14
holding NET Class B Common Stock 948K Nov 25, 2024 Class A Common Stock 948K See footnote F1, F15
holding NET Class B Common Stock 163K Nov 25, 2024 Class A Common Stock 163K See footnote F1, F16
holding NET Class B Common Stock 1.19M Nov 25, 2024 Class A Common Stock 1.19M See footnote F1, F17
holding NET Class B Common Stock 1.2M Nov 25, 2024 Class A Common Stock 1.2M See footnote F1, F18
holding NET Class B Common Stock 1M Nov 25, 2024 Class A Common Stock 1M See footnote F1, F19
* 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 $103.14 to $104.13, 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 (11) 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 $104.255 to $105.24, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.28 to $106.275, 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.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.58 to $104.575, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.58 to $104.815, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.86 to $100.85, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.86 to $101.38, inclusive.
F12 Shares subject to the option are fully vested and immediately exercisable.
F13 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.
F14 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.
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.
F17 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.
F18 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.
F19 The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust III dated November 12, 2024, for which the reporting person serves as co-trustee.