THOMAS J. SEIFERT - 30 Aug 2021 Form 4 Insider Report for Cloudflare, Inc. (NET)

Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
30 Aug 2021
Net transactions value
-$2,429,562
Form type
4
Filing time
31 Aug 2021, 18:34:18 UTC
Previous filing
18 Aug 2021
Next filing
15 Sep 2021

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 +25,000 +50% 75,156 30 Aug 2021 Direct F1
transaction NET Class A Common Stock Gift $0 -25,000 -33% $0.000000 50,156 30 Aug 2021 Direct F2
transaction NET Class A Common Stock Conversion of derivative security +20,000 +40% 70,156 31 Aug 2021 Direct F1
transaction NET Class A Common Stock Sale $1,480,660 -12,218 -17% $121.19 57,938 31 Aug 2021 Direct F3, F4
transaction NET Class A Common Stock Sale $936,597 -7,682 -13% $121.92 50,256 31 Aug 2021 Direct F3, F5
transaction NET Class A Common Stock Sale $12,305 -100 -0.2% $123.05 50,156 31 Aug 2021 Direct F3

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 -25,000 -8.8% $0.000000 258,925 30 Aug 2021 Class A Common Stock 25,000 Direct F1
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,000 -4.4% $0.000000 434,058 31 Aug 2021 Class B Common Stock 20,000 $1.95 Direct F1, F6
transaction NET Class B Common Stock Options Exercise $0 +20,000 +7.7% $0.000000 278,925 31 Aug 2021 Class A Common Stock 20,000 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -20,000 -7.2% $0.000000 258,925 31 Aug 2021 Class A Common Stock 20,000 Direct F1
holding NET Class B Common Stock 76,100 30 Aug 2021 Class A Common Stock 76,100 See footnote F1, F7
holding NET Class B Common Stock 76,100 30 Aug 2021 Class A Common Stock 76,100 See footnote F1, F8
holding NET Class B Common Stock 76,100 30 Aug 2021 Class A Common Stock 76,100 See footnote F1, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 reported transaction represents a conversion of Class B Common Stock to Class A Common Stock on a one-to-one basis, followed by a gift of such shares of Class A Common Stock to a donor-advised fund. The remaining shares of Class B Common Stock and Class A Common Stock held by the Revocable Trust following such gift remain subject to the lock-up agreement with the representatives of the initial purchasers of the Company's 0% Convertible Senior Notes due 2026, issued on August 13, 2021.
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 9, 2020.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.61 to $121.60, 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) and (5) 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 $121.61 to $122.50, inclusive.
F6 The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the total shares vested on June 1, 2018 and the remaining shares vest in 36 equal monthly installments thereafter.
F7 The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee.
F8 The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee.
F9 The shares are held of record by Center Court 2020 Trust 3 UA 12/11/20, for which the reporting person serves as trustee.