Filing Details

Accession Number:
0000899243-20-005501
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-02-21 17:34:35
Reporting Period:
2020-02-19
Accepted Time:
2020-02-21 17:34:35
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1477333 Cloudflare Inc. NET Services-Prepackaged Software (7372) 270805829
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1787168 James Douglas Kramer C/O Cloudflare, Inc.
101 Townsend Street
San Francisco CA 94107
General Counsel No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2020-02-19 28,439 $0.00 28,439 No 4 C Direct
Class A Common Stock Disposition 2020-02-19 14,168 $17.65 14,271 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class B Common Stock Restricted Stock Units Disposition 2020-02-19 25,000 $0.00 25,000 $0.00
Class B Common Stock Restricted Stock Units Disposition 2020-02-19 18,750 $0.00 18,750 $0.00
Class A Common Stock Class B Common Stock Acquisiton 2020-02-19 43,750 $0.00 43,750 $0.00
Class A Common Stock Class B Common Stock Disposition 2020-02-19 15,311 $17.50 15,311 $0.00
Class A Common Stock Class B Common Stock Disposition 2020-02-19 28,439 $0.00 28,439 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
75,000 No 4 M Direct
131,250 No 4 M Direct
478,073 No 4 M Direct
462,762 No 4 F Direct
434,323 No 4 C Direct
Footnotes
  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 26, 2019.
  3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.495 to $17.97, 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.
  4. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class B Common Stock.
  5. The RSUs, vest in 16 equal quarterly installments following February 15, 2019. Settlement of vested shares occurred following the expiration of the Issuer's lock-up period on February 19, 2020.
  6. The RSUs vest in 16 equal quarterly installments following August 15, 2019. Settlement of vested shares occurred following the expiration of the Issuer's lock-up period on February 19, 2020.
  7. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.