Scott D. Sandell - Nov 8, 2021 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
Director
Signature
/s/ Sasha Keough, attorney-in-fact
Stock symbol
NET
Transactions as of
Nov 8, 2021
Transactions value $
$0
Form type
4
Date filed
11/10/2021, 04:02 PM
Previous filing
Oct 29, 2021
Next filing
Nov 12, 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 +984K +110.6% 1.87M Nov 8, 2021 See Note 3 F1, F2, F3
transaction NET Class A Common Stock Other $0 -1.87M -100% $0.00* 0 Nov 8, 2021 See Note 3 F3, F4
transaction NET Class A Common Stock Other $0 +575K $0.00 575K Nov 8, 2021 See Note 6 F5, F6
transaction NET Class A Common Stock Other $0 -575K -100% $0.00* 0 Nov 8, 2021 See Note 6 F6, F7
transaction NET Class A Common Stock Other $0 +15.4K +4.75% $0.00 340K Nov 8, 2021 See Note 9 F8, F9
holding NET Class A Common Stock 41K Nov 8, 2021 See Note 10 F10
holding NET Class A Common Stock 37K Nov 8, 2021 See Note 11 F11
holding NET Class A Common Stock 9.06K Nov 8, 2021 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 -984K -34.43% $0.00 1.87M Nov 8, 2021 Class A Common Stock 984K See Note 3 F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 New Enterprise Associates 13, L.P. ("NEA 13") converted 984,065 shares of Class B Common Stock at its option, pursuant to the Issuer's Amended and Restated Certificate of Incorporation, resulting in its acquisition of 984,065 shares of Class A Common Stock.
F2 Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at NEA 13's election and has no expiration date.
F3 The Reporting Person is a director of NEA 13 GP, LTD ("NEA 13 GP"), which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of NEA 13, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 13 in which the Reporting Person has no pecuniary interest.
F4 NEA 13 made a pro rata distribution for no consideration of an aggregate of 1,873,824 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on November 8, 2021.
F5 NEA Partners 13 received 575,264 shares of Class A Common Stock of the Issuer in the distribution by NEA 13 on November 8, 2021.
F6 The Reporting Person is a director of NEA 13 GP, which is the sole general partner of NEA Partners 13, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 13 in which the Reporting Person has no pecuniary interest.
F7 NEA Partners 13 made a pro rata distribution for no consideration of an aggregate of 575,264 shares of Class A Common Stock of the Issuer to its limited partners on November 8, 2021.
F8 The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 15,424 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 13 on November 8, 2021.
F9 The Reporting Person is the trustee of the Blue Mountain Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of the securities of the Issuer held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.
F10 The Reporting Person is the trustee of the SS 2021 CF GRAT, which is the direct beneficial owner of the securities.
F11 The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the securities.