Statement of Changes in Beneficial Ownership (4)
14 Febbraio 2020 - 12:14PM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
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
*
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 and Chair of the Board |
(Last)
(First)
(Middle)
C/O CLOUDFLARE, INC., 101 TOWNSEND STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/11/2019 |
(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
|
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 |
Class B Common Stock | (1) | 11/11/2019 | | G |
V
| | 937156 | (1) | (1) | Class A Common Stock | 937156 | $0.00 | 0 (2) | I | See footnote (3) |
Class B Common Stock | (1) | 11/11/2019 | | G |
V
| 937156 | | (1) | (1) | Class A Common Stock | 937156 | $0.00 | 2790544 | I | See footnote (4) |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 29511741 | | 29511741 (5) | I | See footnote (6) |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 1274599 | | 1274599 (7) | I | See footnote (8) |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 3340115 | | 3340115 | I | See footnote (9) |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 800000 | | 800000 | I | See footnote (10) |
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) | Excludes 76,428 shares previously reported as held directly by The Matthew Prince 2017 Annuity Trust dated July 12, 2017, for which the reporting person serves as co-trustee and investment advisor (the "2017 Annuity Trust"), which were re-registered on October 9, 2019 and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
(3) | The shares are held of record by the 2017 Annuity Trust. |
(4) | 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. |
(5) | Includes (i) 76,428 shares previously reported as held directly by the 2017 Annuity Trust, which were re-registered on October 9, 2019 and (ii) 419,857 shares previously reported as held directly by The Matthew Prince 2018 Annuity Trust dated October 26, 2018, for which the reporting person serves as co-trustee and investment advisor (the "2018 Annuity Trust") which were re-registered on November 11, 2019 and are now held directly by the Revocable Trust. Of the reported shares, 3,583,334 vest in 43 months beginning on March 13, 2020. |
(6) | The shares are held of record by the Revocable Trust. |
(7) | Excludes 419,857 shares previously reported as held directly by the 2018 Annuity Trust. |
(8) | The shares are held of record by the 2018 Annuity Trust. |
(9) | The shares are held of record by The Matthew Prince 2019 Annuity Trust dated May 22, 2019, for which the reporting person serves as co-trustee and investment advisor. |
(10) | 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. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Prince Matthew C/O CLOUDFLARE, INC. 101 TOWNSEND STREET SAN FRANCISCO, CA 94107 | X | X | CEO and Chair of the Board |
|
Signatures
|
/s/ Douglas Kramer, by power of attorney | | 2/14/2020 |
**Signature of Reporting Person | Date |
Grafico Azioni Cloudflare (NYSE:NET)
Storico
Da Feb 2024 a Mar 2024
Grafico Azioni Cloudflare (NYSE:NET)
Storico
Da Mar 2023 a Mar 2024