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CLOUDFLARE, INC.

Date Filed : Sep 29, 2021

SEC FORM 4SEC Form 4
FORM 4UNITED 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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OMB Number:3235-0287
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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).
1. Name and Address of Reporting Person*
SEIFERT THOMAS J

(Last)(First)(Middle)
C/O CLOUDFLARE, INC.
101 TOWNSEND STREET

(Street)
SAN FRANCISCOCA94107

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/28/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/28/2021C20,000A(1)70,156D
Class A Common Stock09/28/2021S(2)6,860D$113.3455(3)63,296D
Class A Common Stock09/28/2021S(2)8,458D$114.3255(4)54,838D
Class A Common Stock09/28/2021S(2)2,082D$115.2706(5)52,756D
Class A Common Stock09/28/2021S(2)1,400D$116.455(6)51,356D
Class A Common Stock09/28/2021S(2)900D$117.2333(7)50,456D
Class A Common Stock09/28/2021S(2)300D$118.4667(8)50,156D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$1.9509/28/2021M20,000 (9)06/29/2027Class B Common Stock(1)20,000$0.00394,058D
Class B Common Stock(1)09/28/2021M20,000 (1) (1)Class A Common Stock20,000$0.00278,925D
Class B Common Stock(1)09/28/2021C20,000 (1) (1)Class A Common Stock20,000$0.00258,925D
Class B Common Stock(1) (1) (1)Class A Common Stock76,10076,100ISee footnote(10)
Class B Common Stock(1) (1) (1)Class A Common Stock76,10076,100ISee footnote(11)
Class B Common Stock(1) (1) (1)Class A Common Stock76,10076,100ISee footnote(12)
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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2020.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.88 to $113.86, 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) through (8) to this Form 4.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.88 to $114.87, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.91 to $115.73, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.94 to $116.86, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.94 to $117.69, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.05 to $118.79, inclusive.
9. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the total shares vested on June 1, 2018 and the remaining shares vest in 36 equal monthly installments thereafter.
10. The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee.
11. The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee.
12. The shares are held of record by Center Court 2020 Trust 3 UA 12/11/20, for which the reporting person serves as trustee.
Remarks:
/s/ Lindsey Cochran, by power of attorney09/29/2021
** Signature of Reporting PersonDate
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.
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