Thomas J. Seifert - Nov 15, 2024 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
Nov 15, 2024
Transactions value $
-$4,058,528
Form type
4
Date filed
11/19/2024, 07:14 PM
Previous filing
Nov 4, 2024
Next filing
Dec 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Tax liability -$1.34M -14.9K -5.29% $89.77 267K Nov 15, 2024 Direct F1
transaction NET Class A Common Stock Conversion of derivative security +15K +5.63% 282K Nov 19, 2024 Direct F2
transaction NET Class A Common Stock Sale -$64.3K -700 -0.25% $91.79 281K Nov 19, 2024 Direct F3, F4
transaction NET Class A Common Stock Sale -$299K -3.2K -1.14% $93.42 278K Nov 19, 2024 Direct F3, F5
transaction NET Class A Common Stock Sale -$755K -8.02K -2.89% $94.21 270K Nov 19, 2024 Direct F3, F6
transaction NET Class A Common Stock Sale -$569K -5.96K -2.21% $95.35 264K Nov 19, 2024 Direct F3, F7
transaction NET Class A Common Stock Sale -$1.03M -10.8K -4.08% $96.14 253K Nov 19, 2024 Direct F3, F8

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 -15K -4.16% $0.00 345K Nov 19, 2024 Class B Common Stock 15K $2.04 Direct F2, F9
transaction NET Class B Common Stock Options Exercise $0 +15K +168.07% $0.00 23.9K Nov 19, 2024 Class A Common Stock 15K Direct F2
transaction NET Class B Common Stock Conversion of derivative security $0 -15K -62.7% $0.00 8.93K Nov 19, 2024 Class A Common Stock 15K Direct F2
holding NET Class B Common Stock 200K Nov 15, 2024 Class A Common Stock 200K See footnote F2, F10
holding NET Class B Common Stock 61.1K Nov 15, 2024 Class A Common Stock 61.1K See footnote F2, F11
holding NET Class B Common Stock 61K Nov 15, 2024 Class A Common Stock 61K See footnote F2, F12
holding NET Class B Common Stock 61.1K Nov 15, 2024 Class A Common Stock 61.1K See footnote F2, F13
* 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 shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
F2 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.
F3 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 27, 2023.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.55 to $92.52, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (8) to this Form 4.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.71 to $93.70, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.72 to $94.70, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.77 to $95.76, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.77 to $96.53, inclusive.
F9 Shares subject to the option are fully vested and immediately exercisable.
F10 The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner.
F11 The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee.
F12 The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee.
F13 The shares are held of record by Center Court 2020 Trust 3 UA 12/11/20, for which the reporting person serves as trustee.