Scott D. Sandell - Feb 15, 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
Director
Signature
/s/ Louis Citron, attorney-in-fact
Stock symbol
NET
Transactions as of
Feb 15, 2023
Transactions value $
$0
Form type
4
Date filed
2/17/2023, 05:48 PM
Previous filing
Jan 27, 2023
Next filing
May 26, 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 $0 +625K $0.00 625K Feb 15, 2023 See Note 3 F1, F2, F3
transaction NET Class A Common Stock Other $0 -625K -100% $0.00* 0 Feb 15, 2023 See Note 3 F3, F4
transaction NET Class A Common Stock Other $0 +192K $0.00 192K Feb 15, 2023 See Note 6 F5, F6
transaction NET Class A Common Stock Other $0 -192K -100% $0.00* 0 Feb 15, 2023 See Note 6 F6, F7
transaction NET Class A Common Stock Other $0 +5.14K $0.00 5.14K Feb 15, 2023 See Note 9 F8, F9
holding NET Class A Common Stock 41K Feb 15, 2023 See Note 10 F10
holding NET Class A Common Stock 37K Feb 15, 2023 See Note 11 F11
holding NET Class A Common Stock 340K Feb 15, 2023 See Note 12 F12
holding NET Class A Common Stock 3.45K Feb 15, 2023 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 -625K -33.33% $0.00 1.25M Feb 15, 2023 Class A Common Stock 625K 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 624,608 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 624,608 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 manager of NEA 13 GP, LLC ("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, 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 held by NEA 13 in which the Reporting Person has no pecuniary interest.
F4 NEA 13 made a pro rata distribution of 624,608 shares of Class A Common Stock of the Issuer to its general partner and limited partners for no consideration on February 15, 2023.
F5 NEA Partners 13 received 191,755 shares of Class A Common Stock of the Issuer in the distribution made by NEA 13 on February 15, 2023.
F6 The Reporting Person is a manager 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 held by NEA Partners 13 in which the Reporting Person has no pecuniary interest.
F7 NEA Partners 13 made a pro rata distribution of 191,755 shares of Class A Common Stock of the Issuer to its limited partners for no consideration on February 15, 2023.
F8 The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 5,142 shares of Class A Common Stock of the Issuer in the distribution made by NEA Partners 13 on February 15, 2023.
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 Exchagne Act of 1934, as amended, or otherwise of such portion of the securities 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 2022 CF GRAT 2 dated 12/6/2022 (the "SS 2022 CF GRAT 2"), which is the direct beneficial owner of the securities. The Blue Mountain Trust received 41,000 shares of Class A Common Stock as an annuity payment from the SS 2021 CF GRAT on December 19, 2022 and subsequently transferred the shares to the SS 2022 CF GRAT 2, of which the Reporting Person is the trustee. The transfers represented mere changes in the form of beneficial ownership exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13.
F11 The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the securities.
F12 The Reporting Person is the trustee of the SS 2022 CF GRAT dated 3/8/2022, which is the direct beneficial owner of the securities.