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 *

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Director10% OwnerOfficerOther
Prince Matthew
C/O CLOUDFLARE, INC.
101 TOWNSEND STREET
SAN FRANCISCO, CA 94107
XXCEO and Chair of the Board

Signatures
/s/ Douglas Kramer, by power of attorney2/14/2020
**Signature of Reporting PersonDate

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