SEC Form 4
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).
X
 Check this box to indicate that a 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). See Instruction 10.
1. Name and Address of Reporting Person*
Prince Matthew
(Last) (First) (Middle)
C/O CLOUDFLARE, INC., 405 COMAL STREET
(Street)
AUSTIN TX 78702
(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 X 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chair of the Board
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2024
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 09/04/2024 C 52,384 A (1) 63,145 I See footnote(2)
Class A Common Stock 09/04/2024 S(3) 10,065 D $77.3027(4) 53,080 I See footnote(2)
Class A Common Stock 09/04/2024 S(3) 31,179 D $77.9593(5) 21,901 I See footnote(2)
Class A Common Stock 09/04/2024 S(3) 10,937 D $79.019(6) 10,964 I See footnote(2)
Class A Common Stock 09/04/2024 S(3) 203 D $79.5949(7) 10,761 I See footnote(2)
Class A Common Stock 09/05/2024 C 52,384 A (1) 63,145 I See footnote(2)
Class A Common Stock 09/05/2024 S(3) 6,396 D $77.8731(8) 56,749 I See footnote(2)
Class A Common Stock 09/05/2024 S(3) 45,175 D $78.5843(9) 11,574 I See footnote(2)
Class A Common Stock 09/05/2024 S(3) 813 D $79.2521(10) 10,761 I See footnote(2)
Class A Common Stock 09/06/2024 C 52,384 A (1) 63,145 I See footnote(2)
Class A Common Stock 09/06/2024 S(3) 41,211 D $76.2183(11) 21,934 I See footnote(2)
Class A Common Stock 09/06/2024 S(3) 5,338 D $76.9876(12) 16,596 I See footnote(2)
Class A Common Stock 09/06/2024 S(3) 5,199 D $78.3853(13) 11,397 I See footnote(2)
Class A Common Stock 09/06/2024 S(3) 636 D $79.0103(14) 10,761 I See footnote(2)
Class A Common Stock 192,177 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
Class B Common Stock (1) 09/04/2024 C 52,384 (1) (1) Class A Common Stock 52,384 $0 8,750,835(15)(16) I See footnote(2)
Class B Common Stock (1) 09/05/2024 C 52,384 (1) (1) Class A Common Stock 52,384 $0 8,698,451 I See footnote(2)
Class B Common Stock (1) 09/06/2024 C 52,384 (1) (1) Class A Common Stock 52,384 $0 8,646,067 I See footnote(2)
Class B Common Stock (1) (1) (1) Class A Common Stock 6,928,408 6,928,408 I See footnote(17)
Class B Common Stock (1) (1) (1) Class A Common Stock 1,060,000 1,060,000 I See footnote(18)
Class B Common Stock (1) (1) (1) Class A Common Stock 0 0(19) I See footnote(20)
Class B Common Stock (1) (1) (1) Class A Common Stock 2,054,420 2,054,420 I See footnote(21)
Class B Common Stock (1) (1) (1) Class A Common Stock 2,374,621 2,374,621(22) I See footnote(23)
Class B Common Stock (1) (1) (1) Class A Common Stock 4,000,000 4,000,000 I See footnote(24)
Class B Common Stock (1) (1) (1) Class A Common Stock 4,004,117 4,004,117(25) I See footnote(26)
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 Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as 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 20, 2023.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.56 to $77.555, 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) through (14) to this Form 4.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.56 to $78.555, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.58 to $79.53, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.58 to $79.60, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.15 to $78.14, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.15 to $79.145, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.175 to $79.29, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.72 to $76.695, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.73 to $77.43, inclusive.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.83 to $78.795, inclusive.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.85 to $79.065, inclusive.
15. Includes 2,478,738 shares previously reported as held directly by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 08/12/2022, for which the reporting person serves as co-trustee and investment advisor (the "2022 Annuity Trust") and 1,525,379 shares previously reported as held directly by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor (the "2023 Annuity Trust #2") which were re-registered on August 23, 2024 and are now held directly by the Revocable Trust.
16. Excludes 4,004,117 shares previously reported as held directly by the Revocable Trust which were re-registered on August 23, 2024 and are now held directly by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024, for which the reporting person serves as co-trustee and investment advisor (the "2024 Annuity Trust #2").
17. 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.
18. 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.
19. Excludes 2,478,738 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on August 23, 2024 and are now held directly by the Revocable Trust.
20. The shares are held of record by the 2022 Annuity Trust.
21. The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves as co-trustee and investment advisor.
22. Excludes 1,525,379 shares previously reported as held directly by the 2023 Annuity Trust #2 which were re-registered on August 23, 2024 and are now held directly by the Revocable Trust.
23. The shares are held of record by the 2023 Annuity Trust #2.
24. The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024, for which the reporting person serves as co-trustee and investment advisor.
25. Consists of 4,004,117 shares previously reported as held directly by the Revocable Trust which were re-registered on August 23, 2024 and are now held directly by the 2024 Annuity Trust #2.
26. The shares are held of record by the 2024 Annuity Trust #2.
/s/ Chad Skinner, by power of attorney 09/06/2024
** 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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