CloudFlare Inc.

11/15/2024 | Press release | Distributed by Public on 11/15/2024 19:00

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Prince Matthew
2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [NET] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & Chair of the Board
(Last) (First) (Middle)
C/O CLOUDFLARE, INC., 405 COMAL STREET 		3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
(Street)
AUSTIN, TX 78702 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/13/2024 C 41,623 A (1) 52,384 I See footnote(2)
Class A Common Stock 11/13/2024 S(3) 2,282 D $92.4892(4) 50,102 I See footnote(2)
Class A Common Stock 11/13/2024 S(3) 20,867 D $93.6321(5) 29,235 I See footnote(2)
Class A Common Stock 11/13/2024 S(3) 2,315 D $94.7247(6) 26,920 I See footnote(2)
Class A Common Stock 11/13/2024 S(3) 5,133 D $95.855(7) 21,787 I See footnote(2)
Class A Common Stock 11/13/2024 S(3) 6,313 D $96.8388(8) 15,474 I See footnote(2)
Class A Common Stock 11/13/2024 S(3) 11,566 D $98.0329(9) 3,908 I See footnote(2)
Class A Common Stock 11/13/2024 S(3) 3,908 D $98.7182(10) 0 I See footnote(2)
Class A Common Stock 11/14/2024 C 52,384 A (1) 52,384 I See footnote(2)
Class A Common Stock 11/14/2024 S(3) 24,927 D $91.8053(11) 27,457 I See footnote(2)
Class A Common Stock 11/14/2024 S(3) 21,957 D $92.5825(12) 5,500 I See footnote(2)
Class A Common Stock 11/14/2024 S(3) 4,852 D $93.3783(13) 648 I See footnote(2)
Class A Common Stock 11/14/2024 S(3) 648 D $94.5548(14) 0 I See footnote(2)
Class A Common Stock 11/15/2024 C 52,384 A (1) 52,384 I See footnote(2)
Class A Common Stock 11/15/2024 S(3) 24,906 D $88.4834(15) 27,478 I See footnote(2)
Class A Common Stock 11/15/2024 S(3) 20,110 D $89.4018(16) 7,368 I See footnote(2)
Class A Common Stock 11/15/2024 S(3) 7,368 D $90.1036(17) 0 I See footnote(2)
Class A Common Stock 192,177 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 11/13/2024 C 41,623 (1) (1) Class A Common Stock 41,623 $ 0 8,447,292 I See footnote(2)
Class B Common Stock (1) 11/14/2024 C 52,384 (1) (1) Class A Common Stock 52,384 $ 0 8,394,908 I See footnote(2)
Class B Common Stock (1) 11/15/2024 C 52,384 (1) (1) Class A Common Stock 52,384 $ 0 8,342,524 I See footnote(2)
Class B Common Stock (1) (1) (1) Class A Common Stock 6,928,408 6,928,408 I See footnote(18)
Class B Common Stock (1) (1) (1) Class A Common Stock 1,060,000 1,060,000 I See footnote(19)
Class B Common Stock (1) (1) (1) Class A Common Stock 2,054,420 2,054,420 I See footnote(20)
Class B Common Stock (1) (1) (1) Class A Common Stock 2,374,621 2,374,621 I See footnote(21)
Class B Common Stock (1) (1) (1) Class A Common Stock 4,000,000 4,000,000 I See footnote(22)
Class B Common Stock (1) (1) (1) Class A Common Stock 4,004,117 4,004,117 I See footnote(23)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Prince Matthew
C/O CLOUDFLARE, INC., 405 COMAL STREET
AUSTIN, TX 78702 		X X CEO & Chair of the Board

Signatures

/s/ Lindsey Cochran, by power of attorney 11/15/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust").
(3) The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2023.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.12 to $92.91, 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 (17) to this Form 4.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.25 to $94.24, inclusive.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.26 to $95.125, inclusive.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.305 to $96.29, inclusive.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.39 to $97.355, inclusive.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.395 to $98.385, inclusive.
(10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.41 to $99.06, inclusive.
(11) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.175 to $92.17, inclusive.
(12) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.185 to $93.18, inclusive.
(13) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.19 to $94.00, inclusive.
(14) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.365 to $94.975, inclusive.
(15) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.855 to $88.85, inclusive.
(16) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.855 to $89.85, inclusive.
(17) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.86 to $90.76, inclusive.
(18) The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
(19) The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
(20) The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves as co-trustee and investment advisor.
(21) The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor.
(22) The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024, for which the reporting person serves as co-trustee and investment advisor.
(23) The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024, for which the reporting person serves as co-trustee and investment advisor.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.