Janel Riley - Jul 18, 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role: Chief Accounting Officer
Signature: /s/ Lindsey Cochran, by power of attorney
Stock symbol: NET
Transactions as of: Jul 18, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/19/2023, 07:57 PM
Previous filing: Jun 5, 2023
Next filing: Nov 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NET	Class A Common Stock	Award	$0	+121K		$0.00	121K	Jul 18, 2023	Direct	F1

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)	Award	$0	+100K		$0.00	100K	Aug 7, 2023	Class A Common Stock	100K	$67.79	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported shares are represented by restricted stock units, or RSUs, which vest as follows: 1.563% of the total RSUs vest quarterly over three quarters commencing on August 15, 2023, 25.00% of the total RSUs vest on May 15, 2024, and 5.86% of the total RSUs vest quarterly thereafter until May 15, 2027.
F2	The shares subject to the Performance Stock Option ("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 August 7, 2023 and August 6, 2033. 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 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.

Content

The reported shares are represented by restricted stock units, or RSUs, which vest as follows: 1.563% of the total RSUs vest quarterly over three quarters commencing on August 15, 2023, 25.00% of the total RSUs vest on May 15, 2024, and 5.86% of the total RSUs vest quarterly thereafter until May 15, 2027.

The shares subject to the Performance Stock Option ("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 August 7, 2023 and August 6, 2033. 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 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.