Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-20-025520
Date:2020-09-15
Issuer: CLOUDFLARE, INC. (NET)
Original Submission Date:

Reporting Person:

SEIFERT THOMAS J
C/O CLOUDFLARE, INC.
101 TOWNSEND STREET SAN FRANCISCO, CA 94107

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 2020-09-15 C 15,000 a $0.00 15,000 direct
CLASS A COMMON STOCK 2020-09-15 S 13,691 d $35.76 1,309 direct
CLASS A COMMON STOCK 2020-09-15 S 1,309 d $36.15 0 direct
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
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 2.04 2020-09-15 deemed execution date M 15,000 (d) 2027-07-25 class b common stock 15,000 $2.04 1,221,283 direct
CLASS B COMMON STOCK 0.0 2020-09-15 deemed execution date M 15,000 (a) class a common stock 15,000 $0.00 527,225 direct
CLASS B COMMON STOCK 0.0 2020-09-15 deemed execution date C 15,000 (d) class a common stock 15,000 $0.00 512,225 direct
Footnotes
IDfootnote
f1 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.
f2 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, 2019.
f3 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $35.11 to $36.10, 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 (3) and (4) 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 $36.11 to $36.21, inclusive.
f5 the option is subject to an early exercise provision and is immediately exercisable. shares subject to the option vest in 48 equal monthly installments following september 13, 2019.
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