Matthew Prince - Nov 15, 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
CEO & Chair of the Board, Director, 10%+ Owner
Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
Nov 15, 2023
Transactions value $
-$601,460
Form type
4
Date filed
11/17/2023, 05:07 PM
Previous filing
Nov 15, 2023
Next filing
Dec 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Tax liability -$601K -8.49K -3.29% $70.81 250K Nov 15, 2023 Direct F1, F2
transaction NET Class A Common Stock Conversion of derivative security +14.3K +133.36% 25K Nov 16, 2023 See footnote F3, F4
transaction NET Class A Common Stock Gift $0 -14.3K -57.15% $0.00 10.7K Nov 16, 2023 See footnote F4

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 -14.3K -0.12% $0.00 12.2M Nov 16, 2023 Class A Common Stock 14.3K See footnote F3, F4
holding NET Class B Common Stock 6.93M Nov 15, 2023 Class A Common Stock 6.93M See footnote F3, F5
holding NET Class B Common Stock 1.06M Nov 15, 2023 Class A Common Stock 1.06M See footnote F3, F6
holding NET Class B Common Stock 2.48M Nov 15, 2023 Class A Common Stock 2.48M See footnote F3, F7
holding NET Class B Common Stock 4M Nov 15, 2023 Class A Common Stock 4M See footnote F3, F8
holding NET Class B Common Stock 3.9M Nov 15, 2023 Class A Common Stock 3.9M See footnote F3, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
F2 The 10,723 shares issuable upon vesting and settlement of the RSUs were re-registered and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust").
F3 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.
F4 The shares are held directly by the Revocable Trust.
F5 The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
F6 The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
F7 The shares are held of record by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the reporting person serves as co-trustee and investment advisor.
F8 The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves as co-trustee and investment advisor.
F9 The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor.