Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-046685
Date:2020-08-11
Issuer: CLOUDFLARE, INC. (NET)
Original Submission Date:

Reporting Person:

SANDELL SCOTT D
1954 GREENSPRING DRIVE
SUITE 600 TIMONIUM, MD 21093

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-08-11 S 170,982 d $37.25 1,134,864 indirect f2
CLASS A COMMON STOCK 2020-08-11 S 157,420 d $37.87 977,444 indirect f2
CLASS A COMMON STOCK 2020-08-12 S 180,178 d $39.10 797,266 indirect f2
CLASS A COMMON STOCK 2020-08-12 S 69,822 d $39.86 727,444 indirect f2
CLASS A COMMON STOCK 2020-08-13 S 35,644 d $39.01 691,800 indirect f2
CLASS A COMMON STOCK 2020-08-13 S 1,800 d $39.58 690,000 indirect f2
CLASS A COMMON STOCK 2020-08-11 0 $0.00 2,763,583 indirect f8
CLASS A COMMON STOCK 2020-08-11 0 $0.00 216,671 indirect f9
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $36.75 to $37.74, 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 range set forth in this footnote (1) to this form 4.
f2 the reporting person is a member of the board of directors of new enterprise associates, llc ("nea llc"), which is the direct beneficial owner of the shares. 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 shares of the issuer held by nea llc in which the reporting person has no pecuniary interest.
f3 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $37.745 to $38.15, 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 range set forth in this footnote (3) to this form 4.
f4 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $38.60 to $39.59, 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 range set forth in this footnote (4) 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 $39.595 to $40.04, 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 range set forth in this footnote (5) to this form 4.
f6 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $38.50 to $39.49, 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 range set forth in this footnote (6) to this form 4.
f7 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $39.50 to $39.71, 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 range set forth in this footnote (7) to this form 4.
f8 the reporting person is a director of nea 13 gp, ltd, which is the sole general partner of nea partners 13, l.p. ("nea partners 13"). nea partners 13 is the sole general partner of new enterprise associates 13, l.p. ("nea 13"), 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 nea 13 shares in which the reporting person has no pecuniary interest.
f9 the reporting person is the trustee of the blue mountain trust, dated april 29, 2019 (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 1934 act, as amended, of such portion of the shares of class a common stock of the issuer held by the blue mountain trust in which the reporting person has no pecuniary interest.
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