Michelle Zatlyn - 19 Feb 2025 Form 4 Insider Report for Cloudflare, Inc. (NET)

Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
19 Feb 2025
Net transactions value
-$13,825,729
Form type
4
Filing time
21 Feb 2025, 21:20:22 UTC
Previous filing
19 Feb 2025
Next filing
27 Mar 2025

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 +217% 29,971 19 Feb 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $332,579 -2,073 -6.9% $160.43 27,898 19 Feb 2025 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $299,481 -1,850 -6.6% $161.88 26,048 19 Feb 2025 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $477,017 -2,928 -11% $162.92 23,120 19 Feb 2025 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale $158,588 -969 -4.2% $163.66 22,151 19 Feb 2025 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale $1,173,505 -7,105 -32% $165.17 15,046 19 Feb 2025 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale $1,990,746 -11,999 -80% $165.91 3,047 19 Feb 2025 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale $508,356 -3,047 -100% $166.84 0 19 Feb 2025 See footnote F2, F3, F10
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 19 Feb 2025 See footnote F1, F11
transaction NET Class A Common Stock Sale $54,548 -340 -1.4% $160.44 24,403 19 Feb 2025 See footnote F3, F4, F11
transaction NET Class A Common Stock Sale $53,758 -332 -1.4% $161.92 24,071 19 Feb 2025 See footnote F3, F11, F12
transaction NET Class A Common Stock Sale $90,656 -556 -2.3% $163.05 23,515 19 Feb 2025 See footnote F3, F11, F13
transaction NET Class A Common Stock Sale $53,307 -324 -1.4% $164.53 23,191 19 Feb 2025 See footnote F3, F11, F14
transaction NET Class A Common Stock Sale $339,811 -2,054 -8.9% $165.44 21,137 19 Feb 2025 See footnote F3, F11, F15
transaction NET Class A Common Stock Sale $213,595 -1,285 -6.1% $166.22 19,852 19 Feb 2025 See footnote F3, F11, F16
transaction NET Class A Common Stock Sale $39,599 -237 -1.2% $167.08 19,615 19 Feb 2025 See footnote F3, F11, F17
transaction NET Class A Common Stock Conversion of derivative security +20,512 20,512 20 Feb 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,407,698 -9,004 -44% $156.34 11,508 20 Feb 2025 See footnote F2, F3, F18
transaction NET Class A Common Stock Sale $1,810,905 -11,508 -100% $157.36 0 20 Feb 2025 See footnote F2, F3, F19
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 20 Feb 2025 See footnote F1, F11
transaction NET Class A Common Stock Sale $370,448 -2,369 -9.6% $156.37 22,374 20 Feb 2025 See footnote F3, F11, F18
transaction NET Class A Common Stock Sale $434,203 -2,759 -12% $157.38 19,615 20 Feb 2025 See footnote F3, F11, F19
transaction NET Class A Common Stock Conversion of derivative security +20,512 20,512 21 Feb 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,315,448 -8,432 -41% $156.01 12,080 21 Feb 2025 See footnote F2, F3, F20
transaction NET Class A Common Stock Sale $1,483,706 -9,452 -78% $156.97 2,628 21 Feb 2025 See footnote F2, F3, F21
transaction NET Class A Common Stock Sale $414,388 -2,628 -100% $157.68 0 21 Feb 2025 See footnote F2, F3, F22
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 21 Feb 2025 See footnote F1, F11
transaction NET Class A Common Stock Sale $324,963 -2,083 -8.4% $156.01 22,660 21 Feb 2025 See footnote F3, F11, F20
transaction NET Class A Common Stock Sale $373,249 -2,378 -10% $156.96 20,282 21 Feb 2025 See footnote F3, F11, F21
transaction NET Class A Common Stock Sale $105,174 -667 -3.3% $157.68 19,615 21 Feb 2025 See footnote F3, F11, F22

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 -0.81% $0.000000 2,512,804 19 Feb 2025 Class B Common Stock 20,512 $2.04 Direct F23
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 19 Feb 2025 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 19 Feb 2025 Class A Common Stock 20,512 Direct F1, F24
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.37% $0.000000 1,396,252 19 Feb 2025 Class A Common Stock 5,128 See footnote F1, F11
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,512 -0.82% $0.000000 2,492,292 20 Feb 2025 Class B Common Stock 20,512 $2.04 Direct F23
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 20 Feb 2025 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 Feb 2025 Class A Common Stock 20,512 Direct F1, F24
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.37% $0.000000 1,391,124 20 Feb 2025 Class A Common Stock 5,128 See footnote F1, F11
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,512 -0.82% $0.000000 2,471,780 21 Feb 2025 Class B Common Stock 20,512 $2.04 Direct F23
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 21 Feb 2025 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 Feb 2025 Class A Common Stock 20,512 Direct F1, F24
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.37% $0.000000 1,385,996 21 Feb 2025 Class A Common Stock 5,128 See footnote F1, F11
holding NET Class B Common Stock 888,728 19 Feb 2025 Class A Common Stock 888,728 See footnote F1, F2
holding NET Class B Common Stock 351,505 19 Feb 2025 Class A Common Stock 351,505 See footnote F1, F25
holding NET Class B Common Stock 948,175 19 Feb 2025 Class A Common Stock 948,175 See footnote F1, F26
holding NET Class B Common Stock 162,968 19 Feb 2025 Class A Common Stock 162,968 See footnote F1, F27
holding NET Class B Common Stock 1,189,225 19 Feb 2025 Class A Common Stock 1,189,225 See footnote F1, F28
holding NET Class B Common Stock 1,200,000 19 Feb 2025 Class A Common Stock 1,200,000 See footnote F1, F29
holding NET Class B Common Stock 1,000,000 19 Feb 2025 Class A Common Stock 1,000,000 See footnote F1, F30
* 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 $160.03 to $160.99, 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 (10) and (12) through (22) 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 $161.195 to $162.16, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.335 to $163.28, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.395 to $163.905, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.465 to $165.46, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.47 to $166.425, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.50 to $167.45, inclusive.
F11 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.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.54 to $162.335, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.74 to $163.73, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.86 to $164.85, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.88 to $165.86, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.90 to $166.89, inclusive.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.90 to $167.45, inclusive.
F18 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.00 to $156.98, inclusive.
F19 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.00 to $157.95, inclusive.
F20 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.47 to $156.45, inclusive.
F21 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.47 to $157.46, inclusive.
F22 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.49 to $157.92, inclusive.
F23 Shares subject to the option are fully vested and immediately exercisable.
F24 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.
F25 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.
F26 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.
F27 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.
F28 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.
F29 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.
F30 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.

Remarks:

This Form 4 is the first of two forms being filed to report transactions by the reporting person occurring on February 19, 2025 through February 21, 2025.