Douglas James Kramer - 01 Sep 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
General Counsel
Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
01 Sep 2023
Net transactions value
-$197,580
Form type
4
Filing time
05 Sep 2023, 16:13:34 UTC
Previous filing
17 Aug 2023
Next filing
03 Oct 2023
SEC
View on sec.gov

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 +3,000 +1.9% 162,470 01 Sep 2023 Direct F1
transaction NET Class A Common Stock Sale $197,580 -3,000 -1.8% $65.86 159,470 01 Sep 2023 Direct F2

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 -3,000 -2.5% $0.000000 117,500 01 Sep 2023 Class B Common Stock 3,000 $2.04 Direct F1, F3
transaction NET Class B Common Stock Options Exercise $0 +3,000 +3% $0.000000 103,675 01 Sep 2023 Class A Common Stock 3,000 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -3,000 -2.9% $0.000000 100,675 01 Sep 2023 Class A Common Stock 3,000 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 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.