Thomas J. Seifert - 11 Nov 2022 Form 4/A - Amendment Insider Report for Cloudflare, Inc. (NET)

Role: Chief Financial Officer
Signature: /s/ Lindsey Cochran, by power of attorney
Issuer symbol: NET
Transactions as of: 11 Nov 2022
Net transactions value: -$2,507,495
Form type: 4/A - Amendment
Filing time: 15 Nov 2022, 17:23:43 UTC
Date Of Original Report: 14 Nov 2022
Previous filing: 08 Nov 2022
Next filing: 22 Nov 2022
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		+50,000	+58%		136,433	11 Nov 2022	Direct	F1
transaction	NET	Class A Common Stock	Sale	$2,507,495	-50,000	-37%	$50.15	86,433	11 Nov 2022	Direct	F2, 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	Employee Stock Option (right to buy)	Options Exercise	$0	-50,000	-29%	$0.000000	124,058	11 Nov 2022	Class A Common Stock	50,000	$1.95	Direct	F4
transaction	NET	Class B Common Stock	Conversion of derivative security	$0	+50,000	+560%	$0.000000	58,925	11 Nov 2022	Class A Common Stock	50,000		Direct	F1
transaction	NET	Class B Common Stock	Conversion of derivative security	$0	-50,000	-85%	$0.000000	8,925	11 Nov 2022	Class A Common Stock	50,000		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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2021, as modified on August 25, 2022.
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.30, 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.
F4	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.

Remarks:

This amendment on Form 4 is filed to correct the transaction date in each row of Table I and Table II and the amount of securities beneficially owned following the reported transaction in Rows 1 and 2 of Table I.