President and Board Co-Chair Zatlyn Michelle converted options into 76,924 shares and sold $13,408,177 worth of shares (76,924 units at $174.30) (SEC Form 4)
$NET
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a 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). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/04/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/04/2025 | C | 25,642 | A | (1) | 32,032 | I | See footnote(2) | ||
| Class A Common Stock | 06/04/2025 | S(3) | 11,465 | D | $172.3538(4) | 20,567 | I | See footnote(2) | ||
| Class A Common Stock | 06/04/2025 | S(3) | 10,100 | D | $173.3588(5) | 10,467 | I | See footnote(2) | ||
| Class A Common Stock | 06/04/2025 | S(3) | 4,077 | D | $173.9074(6) | 6,390 | I | See footnote(2) | ||
| Class A Common Stock | 06/05/2025 | C | 25,641 | A | (1) | 32,031 | I | See footnote(2) | ||
| Class A Common Stock | 06/05/2025 | S(3) | 23,000 | D | $171.3629(7) | 9,031 | I | See footnote(2) | ||
| Class A Common Stock | 06/05/2025 | S(3) | 2,641 | D | $171.8476(8) | 6,390 | I | See footnote(2) | ||
| Class A Common Stock | 06/06/2025 | C | 25,641 | A | (1) | 32,031 | I | See footnote(2) | ||
| Class A Common Stock | 06/06/2025 | S(3) | 6,013 | D | $176.8769(9) | 26,018 | I | See footnote(2) | ||
| Class A Common Stock | 06/06/2025 | S(3) | 7,381 | D | $177.7957(10) | 18,637 | I | See footnote(2) | ||
| Class A Common Stock | 06/06/2025 | S(3) | 3,629 | D | $178.818(11) | 15,008 | I | See footnote(2) | ||
| Class A Common Stock | 06/06/2025 | S(3) | 8,618 | D | $180.1112(12) | 6,390 | I | See footnote(2) | ||
| Class A Common Stock | 19,615 | I | See footnote(13) | |||||||
| Class A Common Stock | 381,213 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $2.04 | 06/04/2025 | M | 25,642 | (14) | 08/07/2027 | Class B Common Stock | 25,642 | $0 | 2,261,530 | D | ||||
| Class B Common Stock | (1) | 06/04/2025 | M | 25,642 | (1) | (1) | Class A Common Stock | 25,642 | $0 | 25,642 | D | ||||
| Class B Common Stock | (1) | 06/04/2025 | C | 25,642 | (1) | (1) | Class A Common Stock | 25,642 | $0 | 0 | D(15) | ||||
| Employee Stock Option (right to buy) | $2.04 | 06/05/2025 | M | 25,641 | (14) | 08/07/2027 | Class B Common Stock | 25,641 | $0 | 2,235,889 | D | ||||
| Class B Common Stock | (1) | 06/05/2025 | M | 25,641 | (1) | (1) | Class A Common Stock | 25,641 | $0 | 25,641 | D | ||||
| Class B Common Stock | (1) | 06/05/2025 | C | 25,641 | (1) | (1) | Class A Common Stock | 25,641 | $0 | 0 | D(15) | ||||
| Employee Stock Option (right to buy) | $2.04 | 06/06/2025 | M | 25,641 | (14) | 08/07/2027 | Class B Common Stock | 25,641 | $0 | 2,210,248 | D | ||||
| Class B Common Stock | (1) | 06/06/2025 | M | 25,641 | (1) | (1) | Class A Common Stock | 25,641 | $0 | 25,641 | D | ||||
| Class B Common Stock | (1) | 06/06/2025 | C | 25,641 | (1) | (1) | Class A Common Stock | 25,641 | $0 | 0 | D(15) | ||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 492,828 | 492,828(16)(17) | I | See footnote(2) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,951,414 | 1,951,414(18) | I | See footnote(13) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 351,505 | 351,505 | I | See footnote(19) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 0 | 0(20) | I | See footnote(21) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 162,968 | 162,968 | I | See footnote(22) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 921,730 | 921,730(23) | I | See footnote(24) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,200,000 | 1,200,000 | I | See footnote(25) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,000,000 | 1,000,000 | I | See footnote(26) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,000,000 | 1,000,000(27) | I | See footnote(28) | |||||||
| Explanation of Responses: |
| 1. 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. |
| 2. The shares are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust"). |
| 3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.78 to $172.76, 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, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (12) to this Form 4. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.785 to $173.77, inclusive. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.79 to $174.04, inclusive. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.785 to $171.78, inclusive. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.79 to $171.97, inclusive. |
| 9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.38 to $177.35, inclusive. |
| 10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.39 to $178.38, inclusive. |
| 11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.4775 to $179.23, inclusive. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.62 to $180.505, inclusive. |
| 13. The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer (the "the SZ 2021 Irrevocable Trust"). |
| 14. Shares subject to the option are fully vested and immediately exercisable. |
| 15. Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust. |
| 16. Includes 336,605 shares previously reported as held directly by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee (the "2023 Annuity Trust") and 267,495 shares previously reported as held directly by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust"), which were re-registered on May 29, 2025 and are now held of record by the Revocable Trust. |
| 17. Excludes 1,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 29, 2025 and are now held of record by The Sutherland/Zatlyn 2025 Annuity Trust dated May 23, 2025, for which the reporting person serves as trustee (the "2025 Annuity Trust"). |
| 18. Includes 611,570 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 29, 2025 and are now held directly by the SZ 2021 Irrevocable Trust. |
| 19. The shares are held of record by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor. |
| 20. Excludes 336,605 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 29, 2025 and are now held directly by the Revocable Trust and 611,570 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 29, 2025 and are now held directly by the SZ 2021 Irrevocable Trust. |
| 21. The shares are held of record by the 2023 Annuity Trust. |
| 22. The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee. |
| 23. Excludes 267,495 shares previously reported as held directly by the 2024 Annuity Trust which were re-registered on May 29, 2025 and are now held directly by the Revocable Trust. |
| 24. The shares are held of record by the 2024 Annuity Trust. |
| 25. The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee. |
| 26. The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust III dated November 12, 2024, for which the reporting person serves as co-trustee. |
| 27. Consists of 1,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 29, 2025 and are now held directly by the 2025 Annuity Trust. |
| 28. The shares are held of record by the 2025 Annuity Trust. |
| /s/ Lindsey Cochran, by power of attorney | 06/06/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||