Douglas James Kramer - Feb 15, 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
Feb 15, 2023
Transactions value $
-$1,420,213
Form type
4
Date filed
2/17/2023, 03:11 PM
Previous filing
Feb 3, 2023
Next filing
Mar 3, 2023

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 +11.5K +20.66% 67.1K Feb 15, 2023 Direct F1
transaction NET Class A Common Stock Tax liability -$628K -8.68K -12.93% $72.40 58.5K Feb 15, 2023 Direct F2
transaction NET Class A Common Stock Sale -$162K -2.38K -4.07% $68.16 56.1K Feb 15, 2023 Direct F3, F4
transaction NET Class A Common Stock Sale -$77.2K -1.12K -2% $68.95 55K Feb 15, 2023 Direct F3, F5

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 -3.5K -2.46% $0.00 139K Feb 15, 2023 Class B Common Stock 3.5K $2.04 Direct F1, F6
transaction NET Restricted Stock Units Options Exercise $0 -6.25K -100% $0.00* 0 Feb 15, 2023 Class B Common Stock 6.25K Direct F1, F7, F8
transaction NET Restricted Stock Units Options Exercise $0 -9.38K -33.33% $0.00 18.8K Feb 15, 2023 Class B Common Stock 9.38K Direct F1, F7, F9
transaction NET Class B Common Stock Options Exercise $0 +19.1K +14.64% $0.00 150K Feb 15, 2023 Class A Common Stock 19.1K Direct F1
transaction NET Class B Common Stock Tax liability -$552K -7.63K -5.09% $72.40 142K Feb 15, 2023 Class A Common Stock 7.63K Direct F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -11.5K -8.09% $0.00 131K Feb 15, 2023 Class A Common Stock 11.5K 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 were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
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 29, 2021, as modified on August 31, 2022.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.67 to $68.50, 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 $68.78 to $69.02, inclusive.
F6 The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments following September 13, 2019.
F7 Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.
F8 The RSUs vest in 16 equal quarterly installments following February 15, 2019.
F9 The RSUs vest in 16 equal quarterly installments following August 15, 2019.