Matthew Prince - 15 Nov 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
Issuer symbol: NET
Transactions as of: 15 Nov 2023
Net transactions value: -$601,460
Form type: 4
Filing time: 17 Nov 2023, 17:07:12 UTC
Previous filing: 15 Nov 2023
Next filing: 05 Dec 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	Tax liability	$601,460	-8,494	-3.3%	$70.81	249,830	15 Nov 2023	Direct	F1, F2
transaction	NET	Class A Common Stock	Conversion of derivative security		+14,300	+133%		25,023	16 Nov 2023	See footnote	F3, F4
transaction	NET	Class A Common Stock	Gift	$0	-14,300	-57%	$0.000000	10,723	16 Nov 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	-14,300	-0.12%	$0.000000	12,240,359	16 Nov 2023	Class A Common Stock	14,300		See footnote	F3, F4
holding	NET	Class B Common Stock						6,928,408	15 Nov 2023	Class A Common Stock	6,928,408		See footnote	F3, F5
holding	NET	Class B Common Stock						1,060,000	15 Nov 2023	Class A Common Stock	1,060,000		See footnote	F3, F6
holding	NET	Class B Common Stock						2,478,738	15 Nov 2023	Class A Common Stock	2,478,738		See footnote	F3, F7
holding	NET	Class B Common Stock						4,000,000	15 Nov 2023	Class A Common Stock	4,000,000		See footnote	F3, F8
holding	NET	Class B Common Stock						3,900,000	15 Nov 2023	Class A Common Stock	3,900,000		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.