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Form 4 Cloudflare, Inc. For: Jun 18 Filed by: Zatlyn Michelle

June 21, 2024 7:16 PM EDT
FORM 4 UNITED 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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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 *
Zatlyn Michelle

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

(Street)
SAN FRANCISCO CA 94107

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2024
4. If Amendment, Date of 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
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 06/18/2024   C   10,256 A (1) 10,256 I See footnote (2)
Class A Common Stock 06/18/2024   S (3)   10,256 D $ 77.5445 (4) 0 I See footnote (2)
Class A Common Stock 06/18/2024   C   2,564 A (1) 22,179 I See footnote (5)
Class A Common Stock 06/18/2024   S (3)   2,564 D $ 77.5445 (4) 19,615 I See footnote (5)
Class A Common Stock 06/20/2024   C   10,256 A (1) 10,256 I See footnote (2)
Class A Common Stock 06/20/2024   S (3)   8,173 D $ 78.3357 (6) 2,083 I See footnote (2)
Class A Common Stock 06/20/2024   S (3)   1,843 D $ 79.0868 (7) 240 I See footnote (2)
Class A Common Stock 06/20/2024   S (3)   240 D $ 79.8367 (8) 0 I See footnote (2)
Class A Common Stock 06/20/2024   C   2,564 A (1) 22,179 I See footnote (5)
Class A Common Stock 06/20/2024   S (3)   2,045 D $ 78.3362 (6) 20,134 I See footnote (5)
Class A Common Stock 06/20/2024   S (3)   459 D $ 79.0871 (7) 19,675 I See footnote (5)
Class A Common Stock 06/20/2024   S (3)   60 D $ 79.8367 (8) 19,615 I See footnote (5)
Class A Common Stock 06/21/2024   C   10,256 A (1) 10,256 I See footnote (2)
Class A Common Stock 06/21/2024   S (3)   10,096 D $ 76.3986 (9) 160 I See footnote (2)
Class A Common Stock 06/21/2024   S (3)   160 D $ 77.1125 (10) 0 I See footnote (2)
Class A Common Stock 06/21/2024   C   2,564 A (1) 22,179 I See footnote (5)
Class A Common Stock 06/21/2024   S (3)   2,524 D $ 76.3987 (9) 19,655 I See footnote (5)
Class A Common Stock 06/21/2024   S (3)   40 D $ 77.1125 (10) 19,615 I See footnote (5)
Class A Common Stock               211,394 D  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 2.04 06/18/2024   M     10,256   (11) 08/07/2027 Class B Common Stock 10,256 $ 0 3,046,132 D  
Class B Common Stock (1) 06/18/2024   M   10,256     (1)   (1) Class A Common Stock 10,256 $ 0 10,256 D  
Class B Common Stock (1) 06/18/2024   C     10,256   (1)   (1) Class A Common Stock 10,256 $ 0 0 D (12)  
Class B Common Stock (1) 06/18/2024   C     2,564   (1)   (1) Class A Common Stock 2,564 $ 0 1,529,584 (13) I See footnote (5)
Employee Stock Option (right to buy) $ 2.04 06/20/2024   M     10,256   (11) 08/07/2027 Class B Common Stock 10,256 $ 0 3,035,876 D  
Class B Common Stock (1) 06/20/2024   M   10,256     (1)   (1) Class A Common Stock 10,256 $ 0 10,256 D  
Class B Common Stock (1) 06/20/2024   C     10,256   (1)   (1) Class A Common Stock 10,256 $ 0 0 D (12)  
Class B Common Stock (1) 06/20/2024   C     2,564   (1)   (1) Class A Common Stock 2,564 $ 0 1,527,020 I See footnote (5)
Employee Stock Option (right to buy) $ 2.04 06/21/2024   M     10,256   (11) 08/07/2027 Class B Common Stock 10,256 $ 0 3,025,620 D  
Class B Common Stock (1) 06/21/2024   M   10,256     (1)   (1) Class A Common Stock 10,256 $ 0 10,256 D  
Class B Common Stock (1) 06/21/2024   C     10,256   (1)   (1) Class A Common Stock 10,256 $ 0 0 D (12)  
Class B Common Stock (1) 06/21/2024   C     2,564   (1)   (1) Class A Common Stock 2,564 $ 0 1,524,456 I See footnote (5)
Class B Common Stock (1)               (1)   (1) Class A Common Stock 3,081,285   3,081,285 (14) (15) I See footnote (2)
Class B Common Stock (1)               (1)   (1) Class A Common Stock 294,275   294,275 I See footnote (16)
Class B Common Stock (1)               (1)   (1) Class A Common Stock 0   0 (17) I See footnote (18)
Class B Common Stock (1)               (1)   (1) Class A Common Stock 948,175   948,175 (19) I See footnote (20)
Class B Common Stock (1)               (1)   (1) Class A Common Stock 250,000   250,000 I See footnote (21)
Class B Common Stock (1)               (1)   (1) Class A Common Stock 1,189,225   1,189,225 (22) I See footnote (23)
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 shares are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-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 27, 2023.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.18 to $78.01, 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) and (6) through (10) to this Form 4.
5. The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer (the "SZ 2021 Irrevocable Trust").
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.64 to $78.63, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.64 to $79.615, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.83 to $79.85, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.05 to $77.03, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.08 to $77.145, inclusive.
11. Shares subject to the option are fully vested and immediately exercisable.
12. Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust.
13. Includes 234,003 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on May 29, 2024 and are now held directly by the SZ 2021 Irrevocable Trust.
14. Includes 574,608 shares previously reported as held directly by The Sutherland/Zatlyn 2022 Annuity Trust dated May 26, 2022, for which the reporting person serves as co-trustee (the "2022 Annuity Trust") and 614,617 shares previously reported as held directly by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee (the "2023 Annuity Trust"), which were re-registered on May 29, 2024 and are now held of record by the Revocable Trust.
15. Excludes 1,189,225 shares previously reported as held directly by the Revocable Trust which were re-registered on May 29, 2024 and are now held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust").
16. The shares are held of record by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.
17. Excludes 574,608 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on May 29, 2024 and are now held directly by the Revocable Trust and 234,003 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on May 29, 2024 and are now held directly by the SZ 2021 Irrevocable Trust.
18. The shares are held of record by the 2022 Annuity Trust.
19. Excludes 614,617 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 29, 2024 and are now held directly by the Revocable Trust.
20. The shares are held of record by the 2023 Annuity Trust.
21. The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee.
22. Consists of 1,189,225 shares previously reported as held directly by the Revocable Trust which were re-registered on May 29, 2024 and are now held directly by the 2024 Annuity Trust.
23. The shares are held of record by the 2024 Annuity Trust.
/s/ Lindsey Cochran, by power of attorney 06/21/2024
** Signature of Reporting Person Date
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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