Scott D. Sandell - 20 Nov 2023 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
Director
Signature
/s/ Louis Citron, attorney-in-fact
Issuer symbol
NET
Transactions as of
20 Nov 2023
Net transactions value
-$15,477,312
Form type
4
Filing time
22 Nov 2023, 16:55:11 UTC
Previous filing
16 Nov 2023
Next filing
21 Dec 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Sale $2,914,447 -39,913 -17% $73.02 192,155 20 Nov 2023 See Note 3 F1, F2, F3
transaction NET Class A Common Stock Sale $1,295,144 -17,621 -9.2% $73.50 174,534 20 Nov 2023 See Note 3 F1, F3, F4
transaction NET Class A Common Stock Sale $2,076,835 -28,442 -69% $73.02 12,558 20 Nov 2023 See Note 5 F1, F2, F5
transaction NET Class A Common Stock Sale $923,013 -12,558 -100% $73.50 0 20 Nov 2023 See Note 5 F1, F4, F5
transaction NET Class A Common Stock Sale $5,723,965 -78,389 -69% $73.02 34,611 20 Nov 2023 See Note 6 F1, F2, F6
transaction NET Class A Common Stock Sale $2,543,908 -34,611 -100% $73.50 0 20 Nov 2023 See Note 6 F1, F4, F6
holding NET Class A Common Stock 6,325 20 Nov 2023 Direct
holding NET Class A Common Stock 37,000 20 Nov 2023 See Note 7 F7
* 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 The reported transactions occurred pursuant to a trading plan intended to comply with Rule 10b5-1(c) and adopted on 8/21/2023.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $72.34 to $73.33 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 (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3 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.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $73.34 to $73.79 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F5 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.
F6 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.
F7 The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the securities.