Matthew Prince - 25 Feb 2025 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
CEO & Board Co-Chair, Director, 10%+ Owner
Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
25 Feb 2025
Net transactions value
-$22,741,849
Form type
4
Filing time
27 Feb 2025, 21:02:12 UTC
Previous filing
19 Feb 2025
Next filing
19 Mar 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 +30,003 +134% 52,384 25 Feb 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,315,385 -9,333 -18% $140.94 43,051 25 Feb 2025 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $526,388 -3,713 -8.6% $141.77 39,338 25 Feb 2025 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $1,587,776 -11,100 -28% $143.04 28,238 25 Feb 2025 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale $2,572,283 -17,862 -63% $144.01 10,376 25 Feb 2025 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale $862,958 -5,963 -57% $144.72 4,413 25 Feb 2025 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale $325,835 -2,230 -51% $146.11 2,183 25 Feb 2025 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale $320,624 -2,183 -100% $146.87 0 25 Feb 2025 See footnote F2, F3, F10
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 26 Feb 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,518,111 -10,470 -20% $145.00 41,914 26 Feb 2025 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale $5,412,606 -37,118 -89% $145.82 4,796 26 Feb 2025 See footnote F2, F3, F12
transaction NET Class A Common Stock Sale $702,256 -4,796 -100% $146.43 0 26 Feb 2025 See footnote F2, F3, F13
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 27 Feb 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $829,010 -5,876 -11% $141.08 46,508 27 Feb 2025 See footnote F2, F3, F14
transaction NET Class A Common Stock Sale $816,312 -5,742 -12% $142.17 40,766 27 Feb 2025 See footnote F2, F3, F15
transaction NET Class A Common Stock Sale $645,702 -4,514 -11% $143.04 36,252 27 Feb 2025 See footnote F2, F3, F16
transaction NET Class A Common Stock Sale $364,414 -2,523 -7% $144.44 33,729 27 Feb 2025 See footnote F2, F3, F17
transaction NET Class A Common Stock Sale $1,706,541 -11,725 -35% $145.55 22,004 27 Feb 2025 See footnote F2, F3, F18
transaction NET Class A Common Stock Sale $2,041,848 -13,944 -63% $146.43 8,060 27 Feb 2025 See footnote F2, F3, F19
transaction NET Class A Common Stock Sale $634,686 -4,307 -53% $147.36 3,753 27 Feb 2025 See footnote F2, F3, F20
transaction NET Class A Common Stock Sale $287,906 -1,939 -52% $148.48 1,814 27 Feb 2025 See footnote F2, F3, F21
transaction NET Class A Common Stock Sale $224,919 -1,506 -83% $149.35 308 27 Feb 2025 See footnote F2, F3, F22
transaction NET Class A Common Stock Sale $46,289 -308 -100% $150.29 0 27 Feb 2025 See footnote F2, F3, F23
holding NET Class A Common Stock 413,413 25 Feb 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 -30,003 -0.37% $0.000000 7,988,639 25 Feb 2025 Class A Common Stock 30,003 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.66% $0.000000 7,936,255 26 Feb 2025 Class A Common Stock 52,384 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.66% $0.000000 7,883,871 27 Feb 2025 Class A Common Stock 52,384 See footnote F1, F2
holding NET Class B Common Stock 6,928,408 25 Feb 2025 Class A Common Stock 6,928,408 See footnote F1, F24
holding NET Class B Common Stock 1,060,000 25 Feb 2025 Class A Common Stock 1,060,000 See footnote F1, F25
holding NET Class B Common Stock 2,054,420 25 Feb 2025 Class A Common Stock 2,054,420 See footnote F1, F26
holding NET Class B Common Stock 2,374,621 25 Feb 2025 Class A Common Stock 2,374,621 See footnote F1, F27
holding NET Class B Common Stock 4,000,000 25 Feb 2025 Class A Common Stock 4,000,000 See footnote F1, F28
holding NET Class B Common Stock 4,004,117 25 Feb 2025 Class A Common Stock 4,004,117 See footnote F1, F29
* 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 $140.39 to $141.38, 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 (23) 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 $141.39 to $142.26, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.49 to $143.48, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.49 to $144.48, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.49 to $145.45, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.50 to $146.41, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.50 to $147.38, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.29 to $145.28, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.29 to $ 146.285, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.29 to $146.76, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.675 to $141.66, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.725 to $142.72, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.755 to $143.715, inclusive.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.82 to $144.805, inclusive.
F18 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.94 to $145.93, inclusive.
F19 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.95 to $146.945, inclusive.
F20 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.96 to $147.89, inclusive.
F21 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.03 to $148.82, inclusive.
F22 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.065 to $149.60, inclusive.
F23 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.145 to $150.42, inclusive.
F24 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.
F25 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.
F26 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.
F27 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.
F28 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.
F29 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.