FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * SEIFERT THOMAS J 2. Issuer Name and Ticker or Trading Symbol Cloudflare, Inc. [ NET ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)         (First)         (Middle)
C/O CLOUDFLARE, INC., 101 TOWNSEND STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
10/13/2020
(Street)
SAN FRANCISCO, CA 94107
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  10/13/2020    C    30000  A  (1) 30000  D   
Class A Common Stock  10/13/2020    S(2)    2106  D $55.4005 (3) 27894  D   
Class A Common Stock  10/13/2020    S(2)    5078  D $56.3728 (4) 22816  D   
Class A Common Stock  10/13/2020    S(2)    2909  D $57.4568 (5) 19907  D   
Class A Common Stock  10/13/2020    S(2)    9406  D $58.4599 (6) 10501  D   
Class A Common Stock  10/13/2020    S(2)    9287  D $59.6268 (7) 1214  D   
Class A Common Stock  10/13/2020    S(2)    1214  D $60.0099 (8) 0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee Stock Option (right to buy)  $2.04  10/13/2020    M        30000    (9) 7/25/2027  Class B Common Stock (1) 30000  $0.00  1176283  D   
Class B Common Stock   (1) 10/13/2020    M     30000       (1)  (1) Class A Common Stock (1) 30000  $0.00  542225  D   
Class B Common Stock   (1) 10/13/2020    C        30000    (1)  (1) Class A Common Stock (1) 30000  $0.00  512225  D   

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 27, 2019.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.92 to $55.84, 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), (4), (5), (6), (7) and (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 $55.93 to $56.92, inclusive.
(5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.96 to $57.93, inclusive.
(6)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.98 to $58.95, inclusive.
(7)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.98 to $59.97, inclusive.
(8)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.98 to $60.07, inclusive.
(9)  The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments following September 13, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SEIFERT THOMAS J
C/O CLOUDFLARE, INC.
101 TOWNSEND STREET
SAN FRANCISCO, CA 94107


Chief Financial Officer

Signatures
/s/ Lindsey Cochran, by power of attorney 10/15/2020
**Signature of Reporting Person Date
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