Matthew Prince - 06 Jan 2025 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
06 Jan 2025
Net transactions value
-$17,938,148
Form type
4
Filing time
08 Jan 2025, 20:41:09 UTC
Previous filing
20 Dec 2024
Next filing
07 Feb 2025
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 +487% 63,146 06 Jan 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,963,675 -17,347 -27% $113.20 45,799 06 Jan 2025 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $2,701,333 -23,679 -52% $114.08 22,120 06 Jan 2025 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $1,277,725 -11,114 -50% $114.97 11,006 06 Jan 2025 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale $28,203 -244 -2.2% $115.58 10,762 06 Jan 2025 See footnote F2, F3, F7
transaction NET Class A Common Stock Conversion of derivative security +52,384 +487% 63,146 07 Jan 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $2,062,705 -18,154 -29% $113.62 44,992 07 Jan 2025 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale $2,269,129 -19,815 -44% $114.52 25,177 07 Jan 2025 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale $851,017 -7,366 -29% $115.53 17,811 07 Jan 2025 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale $245,282 -2,100 -12% $116.80 15,711 07 Jan 2025 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale $581,407 -4,949 -32% $117.48 10,762 07 Jan 2025 See footnote F2, F3, F12
transaction NET Class A Common Stock Conversion of derivative security +52,384 +487% 63,146 08 Jan 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,716,834 -15,309 -24% $112.15 47,837 08 Jan 2025 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale $1,402,669 -12,426 -26% $112.88 35,411 08 Jan 2025 See footnote F2, F3, F14
transaction NET Class A Common Stock Sale $284,496 -2,496 -7% $113.98 32,915 08 Jan 2025 See footnote F2, F3, F15
transaction NET Class A Common Stock Sale $2,094,743 -18,186 -55% $115.18 14,729 08 Jan 2025 See footnote F2, F3, F16
transaction NET Class A Common Stock Sale $458,930 -3,967 -27% $115.69 10,762 08 Jan 2025 See footnote F2, F3, F17
holding NET Class A Common Stock 172,959 06 Jan 2025 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 -0.64% $0.000000 8,123,410 06 Jan 2025 Class A Common Stock 52,384 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.64% $0.000000 8,071,026 07 Jan 2025 Class A Common Stock 52,384 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.65% $0.000000 8,018,642 08 Jan 2025 Class A Common Stock 52,384 See footnote F1, F2
holding NET Class B Common Stock 6,928,408 06 Jan 2025 Class A Common Stock 6,928,408 See footnote F1, F18
holding NET Class B Common Stock 1,060,000 06 Jan 2025 Class A Common Stock 1,060,000 See footnote F1, F19
holding NET Class B Common Stock 2,054,420 06 Jan 2025 Class A Common Stock 2,054,420 See footnote F1, F20
holding NET Class B Common Stock 2,374,621 06 Jan 2025 Class A Common Stock 2,374,621 See footnote F1, F21
holding NET Class B Common Stock 4,000,000 06 Jan 2025 Class A Common Stock 4,000,000 See footnote F1, F22
holding NET Class B Common Stock 4,004,117 06 Jan 2025 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 $112.555 to $113.55, 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 $113.555 to $114.55, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.56 to $115.55, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.56 to $115.61, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.03 to $114.02, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.03 to $115.00, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.03 to $116.015, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.205 to $117.18, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.24 to $117.81, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.485 to $112.48, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.49 to $113.47, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.49 to $114.41, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.49 to $115.485, inclusive.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.55 to $115.79, 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.