Scott D. Sandell - Jun 1, 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
Director
Signature
/s/ Louis Citron, attorney-in-fact
Stock symbol
NET
Transactions as of
Jun 1, 2023
Transactions value $
$0
Form type
4
Date filed
6/2/2023, 08:06 PM
Previous filing
May 26, 2023
Next filing
Jun 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Award $0 +2.87K +83.12% $0.00 6.33K Jun 1, 2023 Direct F1
holding NET Class A Common Stock 232K Jun 1, 2023 See Note 2 F2
holding NET Class A Common Stock 41K Jun 1, 2023 See Note 3 F3
holding NET Class A Common Stock 37K Jun 1, 2023 See Note 4 F4
holding NET Class A Common Stock 113K Jun 1, 2023 See Note 5 F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy. The RSUs vest on the earlier of (i) June 1, 2024 or (ii) the day prior to the date of the Issuer's next annual meeting of stockholders.
F2 The Reporting Person is the trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), which is the direct beneficial owner of the securities. The Blue Mountain Trust received 339,926 shares of Class A Common Stock as an annuity payment from the SS 2022 CF GRAT dated 3/8/2022 on May 26, 2023 and subsequently transferred 113,000 shares to the SS 2023 CF GRAT dated 5/16/2023 (the "SS 2023 CF GRAT"), 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 (the "Exchange Act"), pursuant to Rule 16a-13. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Exchange Act or otherwise of such portion of the securities held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.
F3 The Reporting Person is the trustee of the SS 2022 CF GRAT 2 dated 12/6/2022, which is the direct beneficial owner of the securities.
F4 The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the securities.
F5 The Reporting Person is the trustee of the SS 2023 CF GRAT, which is the direct beneficial owner of the securities.