Douglas James Kramer - Apr 3, 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
General Counsel
Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
Apr 3, 2023
Transactions value $
-$181,834
Form type
4
Date filed
4/4/2023, 06:21 PM
Previous filing
Mar 3, 2023
Next filing
Apr 21, 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 +3K +5.46% 58K Apr 3, 2023 Direct F1
transaction NET Class A Common Stock Sale -$182K -3K -5.18% $60.61 55K Apr 3, 2023 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 -3K -2.21% $0.00 133K Apr 3, 2023 Class B Common Stock 3K $2.04 Direct F1, F4
transaction NET Class B Common Stock Options Exercise $0 +3K +2.3% $0.00 134K Apr 3, 2023 Class A Common Stock 3K Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -3K -2.24% $0.00 131K Apr 3, 2023 Class A Common Stock 3K Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 29, 2022.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.25 to $61.09, 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. Shares subject to the option vest in 48 equal monthly installments following September 13, 2019.