Douglas James Kramer - May 1, 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
May 1, 2023
Transactions value $
$0
Form type
4
Date filed
5/3/2023, 05:53 PM
Previous filing
Apr 21, 2023
Next filing
May 15, 2023

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) Disposed to Issuer -330K -100% 0 May 1, 2023 Class A Common Stock 330K $105.56 Direct F1, F2
transaction NET Performance Stock Option (right to buy) Award +330K 330K May 1, 2023 Class A Common Stock 330K $44.72 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The two reported transactions involve an amendment to an outstanding Performance Stock Option ("PSO") originally granted on February 14, 2022 (the "2022 PSO"). For Section 16 reporting purposes only, this amendment results in the cancellation of the 2022 PSO and the grant of a replacement PSO (the "2023 PSO").
F2 The shares subject to the 2022 PSO are comprised of eight separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $979.00 (the "Stock Price Goals") at any time within ten years of February 14, 2022. 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. The 2022 PSO 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.
F3 The shares subject to the 2023 PSO are comprised of nine separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $72.00 to $579.00 (the "2023 Stock Price Goals") at any time between May 1, 2023 and February 13, 2032. Upon satisfaction of a 2023 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 2023 Stock Price Goal for such tranche. The 2023 PSO 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.