Thomas J. Seifert - 15 Feb 2025 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
Chief Financial Officer
Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
15 Feb 2025
Net transactions value
-$7,190,854
Form type
4
Filing time
19 Feb 2025, 18:14:34 UTC
Previous filing
07 Feb 2025
Next filing
06 Mar 2025
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 $2,549,942 -14,898 -4.6% $171.16 307,217 15 Feb 2025 Direct F1
transaction NET Class A Common Stock Conversion of derivative security +15,000 +4.9% 322,217 19 Feb 2025 Direct F2
transaction NET Class A Common Stock Sale $1,551,604 -9,674 -3% $160.39 312,543 19 Feb 2025 Direct F3, F4
transaction NET Class A Common Stock Sale $479,635 -2,970 -0.95% $161.49 309,573 19 Feb 2025 Direct F3, F5
transaction NET Class A Common Stock Sale $981,180 -6,041 -2% $162.42 303,532 19 Feb 2025 Direct F3, F6
transaction NET Class A Common Stock Sale $1,380,466 -8,450 -2.8% $163.37 295,082 19 Feb 2025 Direct F3, F7
transaction NET Class A Common Stock Sale $98,575 -600 -0.2% $164.29 294,482 19 Feb 2025 Direct F3, F8
transaction NET Class A Common Stock Sale $132,754 -800 -0.27% $165.94 293,682 19 Feb 2025 Direct F3, F9
transaction NET Class A Common Stock Sale $16,697 -100 -0.03% $166.97 293,582 19 Feb 2025 Direct F3

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 -15,000 -6.8% $0.000000 205,341 19 Feb 2025 Class B Common Stock 15,000 $2.04 Direct F2, F10
transaction NET Class B Common Stock Options Exercise $0 +15,000 +168% $0.000000 23,925 19 Feb 2025 Class A Common Stock 15,000 Direct F2
transaction NET Class B Common Stock Conversion of derivative security $0 -15,000 -63% $0.000000 8,925 19 Feb 2025 Class A Common Stock 15,000 Direct F2
holding NET Class B Common Stock 200,000 15 Feb 2025 Class A Common Stock 200,000 See footnote F2, F11
holding NET Class B Common Stock 61,100 15 Feb 2025 Class A Common Stock 61,100 See footnote F2, F12
holding NET Class B Common Stock 61,100 15 Feb 2025 Class A Common Stock 61,100 See footnote F2, F13
holding NET Class B Common Stock 61,100 15 Feb 2025 Class A Common Stock 61,100 See footnote F2, F14
* 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 $159.90 to $160.84, 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 (9) 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 $160.92 to $161.91, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.93 to $162.92, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.96 to $163.93, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.99 to $164.52, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.51 to $166.27, inclusive.
F10 Shares subject to the option are fully vested and immediately exercisable.
F11 The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner.
F12 The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee.
F13 The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee.
F14 The shares are held of record by Center Court 2020 Trust 3 UA 12/11/20, for which the reporting person serves as trustee.