Douglas James Kramer - Feb 14, 2022 Form 4 Insider Report for Cloudflare, Inc. (NET)

Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
Feb 14, 2022
Transactions value $
-$748,391
Form type
4
Date filed
2/16/2022, 06:19 PM
Previous filing
Feb 4, 2022
Next filing
Mar 2, 2022

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 +9.14K +16.42% 64.8K Feb 15, 2022 Direct F1

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 Performance Stock Option (right to buy) Award $0 +330K $0.00 330K Feb 14, 2022 Class A Common Stock 330K $105.56 Direct F2, F3
transaction NET Restricted Stock Units Options Exercise $0 -6.25K -20% $0.00 25K Feb 15, 2022 Class B Common Stock 6.25K Direct F4, F5
transaction NET Restricted Stock Units Options Exercise $0 -9.38K -14.29% $0.00 56.3K Feb 15, 2022 Class B Common Stock 9.38K Direct F4, F6
transaction NET Class B Common Stock Options Exercise $0 +15.6K +11.96% $0.00 146K Feb 15, 2022 Class A Common Stock 15.6K Direct F1
transaction NET Class B Common Stock Tax liability -$748K -6.49K -4.43% $115.35 140K Feb 15, 2022 Class A Common Stock 6.49K Direct F1, F7
transaction NET Class B Common Stock Conversion of derivative security $0 -9.14K -6.54% $0.00 131K Feb 15, 2022 Class A Common Stock 9.14K Direct F1
* 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 shares subject to the Performance Stock Option are comprised of eight separate tranches that become eligible to vest upon achievement of certain stock price targets (the "Stock Price Goals") at any time within ten years of February 14, 2022. The Stock Price Goals, the percentage of total shares subject to the grant included in each tranche, and the terms of achievement are substantially the same as those terms that apply to the performance stock options granted on December 22, 2021 to Mr. Prince and Ms. Zatlyn, as described in Item 8.01 of the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on December 27, 2021. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche.
F3 In addition, the Performance Stock Option is subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.
F4 Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class B Common Stock.
F5 The RSUs vest in 16 equal quarterly installments following February 15, 2019.
F6 The RSUs vest in 16 equal quarterly installments following August 15, 2019.
F7 The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.