Scott D. Sandell - Aug 7, 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
Director
Signature
/s/ Louis Citron, attorney-in-fact
Stock symbol
NET
Transactions as of
Aug 7, 2023
Transactions value $
-$1,325,158
Form type
4
Date filed
8/9/2023, 04:33 PM
Previous filing
Jul 19, 2023
Next filing
Aug 16, 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 +1.25M $0.00 1.25M Aug 7, 2023 See Note 3 F1, F2, F3
transaction NET Class A Common Stock Other $0 -1.25M -100% $0.00* 0 Aug 7, 2023 See Note 3 F3, F4
transaction NET Class A Common Stock Other $0 +384K $0.00 384K Aug 7, 2023 See Note 6 F5, F6
transaction NET Class A Common Stock Other $0 -384K -100% $0.00* 0 Aug 7, 2023 See Note 6 F6, F7
transaction NET Class A Common Stock Other $0 +10.3K +4.43% $0.00 242K Aug 7, 2023 See Note 9 F8, F9
transaction NET Class A Common Stock Other $0 +20.3K $0.00 20.3K Aug 7, 2023 See Note 11 F10, F11
transaction NET Class A Common Stock Sale -$85.4K -1.34K -6.59% $63.81 19K Aug 8, 2023 See Note 11 F11, F12
transaction NET Class A Common Stock Sale -$610K -9.46K -49.84% $64.54 9.51K Aug 8, 2023 See Note 11 F11, F13
transaction NET Class A Common Stock Sale -$192K -2.94K -30.94% $65.30 6.57K Aug 8, 2023 See Note 11 F11, F14
transaction NET Class A Common Stock Sale -$437K -6.57K -100% $66.57 0 Aug 8, 2023 See Note 11 F11, F15
holding NET Class A Common Stock 41K Aug 7, 2023 See Note 16 F16
holding NET Class A Common Stock 37K Aug 7, 2023 See Note 17 F17
holding NET Class A Common Stock 113K Aug 7, 2023 See Note 18 F18
holding NET Class A Common Stock 6.33K Aug 7, 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 -1.25M -100% $0.00* 0 Aug 7, 2023 Class A Common Stock 1.25M 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 1,249,215 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 1,249,215 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 1,249,215 shares of Class A Common Stock of the Issuer to its general partner and limited partners for no consideration on August 7, 2023.
F5 NEA Partners 13 received 383,509 shares of Class A Common Stock of the Issuer in the distribution made by NEA 13 on August 7, 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 383,509 shares of Class A Common Stock of the Issuer to its limited partners for no consideration on August 7, 2023.
F8 The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 10,283 shares of Class A Common Stock of the Issuer in the distribution made by NEA Partners 13 on August 7, 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 Exchange 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 NEA Investment Holdings CF, LLC ("NEA Holdings CF"), the managing member of NEA Investments TC, LLC ("NEA Investments TC"), received 20,307 shares of Class A Common Stock of the Issuer in a distribution by NEA Investments TC on August 7, 2023. NEA Investments TC received the shares in a distribution from its wholly owned subsidiary, New Enterprise Associates, LLC, which shares were received in the distribution by NEA Partners 13 on August 7, 2023.
F11 The Reporting Person is a member of the Board of Directors of NEA Holdings CF, 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 Holdings CF in which the Reporting Person has no pecuniary interest.
F12 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.67 - $64.00 per share, 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 range set forth in this footnote.
F13 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.01 - $65.00 per share, 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 range set forth in this footnote.
F14 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.01 - $66.00 per share, 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 range set forth in this footnote.
F15 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.01 - $67.00 per share, 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 range set forth in this footnote.
F16 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.
F17 The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the securities.
F18 The Reporting Person is the trustee of the SS 2023 CF GRAT dated 5/16/2023, which is the direct beneficial owner of the securities.