Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-040397
Date:2021-10-14
Issuer: CLOUDFLARE, INC. (NET)
Original Submission Date:

Reporting Person:

ZATLYN MICHELLE
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 2021-10-14 C 27,775 a $0.00 27,775 indirect f2
CLASS A COMMON STOCK 2021-10-14 S 513 d $159.88 27,262 indirect f2
CLASS A COMMON STOCK 2021-10-14 S 950 d $160.99 26,312 indirect f2
CLASS A COMMON STOCK 2021-10-14 S 3,471 d $162.26 22,841 indirect f2
CLASS A COMMON STOCK 2021-10-14 S 7,160 d $163.18 15,681 indirect f2
CLASS A COMMON STOCK 2021-10-14 S 4,536 d $164.16 11,145 indirect f2
CLASS A COMMON STOCK 2021-10-14 S 10,461 d $165.14 684 indirect f2
CLASS A COMMON STOCK 2021-10-14 S 684 d $165.82 0 indirect f2
CLASS A COMMON STOCK 2021-10-14 C 5,555 a $0.00 5,555 indirect f11
CLASS A COMMON STOCK 2021-10-14 S 87 d $159.85 5,468 indirect f11
CLASS A COMMON STOCK 2021-10-14 S 150 d $160.98 5,318 indirect f11
CLASS A COMMON STOCK 2021-10-14 S 829 d $162.27 4,489 indirect f11
CLASS A COMMON STOCK 2021-10-14 S 1,380 d $163.16 3,109 indirect f11
CLASS A COMMON STOCK 2021-10-14 S 879 d $164.18 2,230 indirect f11
CLASS A COMMON STOCK 2021-10-14 S 2,087 d $165.13 143 indirect f11
CLASS A COMMON STOCK 2021-10-14 S 143 d $165.82 0 indirect f11
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
CLASS B COMMON STOCK 0.0 2021-10-14 deemed execution date C 27,775 (d) class a common stock 27,775 $0.00 4,049,513 indirect see footnote
CLASS B COMMON STOCK 0.0 2021-10-14 deemed execution date C 5,555 (d) class a common stock 5,555 $0.00 1,665,166 indirect see footnote
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 294,275 $0.00 294,275 indirect see footnote
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 2,000,000 $0.00 2,000,000 indirect see footnote
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 shares are held of record by the sutherland/zatlyn revocable trust dated november 17, 2016, for which the reporting person serves as co-trustee.
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 11, 2020.
f4 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $159.60 to $160.48, 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 (10) 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 $160.60 to $161.59, inclusive.
f6 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $161.63 to $162.625, inclusive.
f7 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $162.65 to $163.62, inclusive.
f8 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $163.685 to $164.675, inclusive.
f9 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $164.705 to $165.66, inclusive.
f10 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $165.77 to $165.97, inclusive.
f11 the shares are held of record by the sutherland/zatlyn irrevocable remainder trust dated december 15, 2017, for which the reporting person serves as co-trustee.
f12 the shares are held of record by sz 2020 irrevocable trust dated november 25, 2020, for which the reporting person serves as an investment advisor.
f13 the shares are held of record by the sutherland/zatlyn 2021 annuity trust dated may 22, 2021, for which the reporting person serves as co-trustee.

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