THOMAS J. SEIFERT - 20 Feb 2024 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
20 Feb 2024
Net transactions value
-$2,694,074
Form type
4
Filing time
21 Feb 2024, 19:52:24 UTC
Previous filing
20 Feb 2024
Next filing
05 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Conversion of derivative security +15,000 +4.3% 366,370 20 Feb 2024 Direct F1
transaction NET Class A Common Stock Sale $274,956 -2,900 -0.79% $94.81 363,470 20 Feb 2024 Direct F2, F3
transaction NET Class A Common Stock Sale $583,011 -6,100 -1.7% $95.58 357,370 20 Feb 2024 Direct F2, F4
transaction NET Class A Common Stock Sale $987,463 -10,225 -2.9% $96.57 347,145 20 Feb 2024 Direct F2, F5
transaction NET Class A Common Stock Sale $848,644 -8,676 -2.5% $97.82 338,469 20 Feb 2024 Direct F2, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -15,000 -2.4% $0.000000 615,341 20 Feb 2024 Class B Common Stock 15,000 $2.04 Direct F1, F7
transaction NET Class B Common Stock Options Exercise $0 +15,000 +168% $0.000000 23,925 20 Feb 2024 Class A Common Stock 15,000 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -15,000 -63% $0.000000 8,925 20 Feb 2024 Class A Common Stock 15,000 Direct F1
holding NET Class B Common Stock 250,000 20 Feb 2024 Class A Common Stock 250,000 See footnote F1, F8
holding NET Class B Common Stock 76,100 20 Feb 2024 Class A Common Stock 76,100 See footnote F1, F9
holding NET Class B Common Stock 76,100 20 Feb 2024 Class A Common Stock 76,100 See footnote F1, F10
holding NET Class B Common Stock 76,100 20 Feb 2024 Class A Common Stock 76,100 See footnote F1, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 29, 2022.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.10 to $95.09, 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 (6) to this Form 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.12 to $96.08, inclusive.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.12 to $97.05, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.17 to $98.11, inclusive.
F7 Shares subject to the option are fully vested and immediately exercisable.
F8 The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner.
F9 The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee.
F10 The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee.
F11 The shares are held of record by Center Court 2020 Trust 3 UA 12/11/20, for which the reporting person serves as trustee.