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).
  
 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*
Zatlyn Michelle
(Last) (First) (Middle)
C/O CLOUDFLARE, INC.101 TOWNSEND STREET
(Street)
SAN FRANCISCO CA 94107
(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 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024
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 11/15/2024 F(1) 9,740 D $89.77 172,959(2) D
Class A Common Stock 11/15/2024 C 22,359 A (3) 31,837 I See footnote(4)
Class A Common Stock 11/15/2024 G 22,359 D $0 9,478 I See footnote(4)
Class A Common Stock 19,615 I See footnote(5)
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 (3) 11/15/2024 C 22,359 (3) (3) Class A Common Stock 22,359 $0 888,728(6)(7)(8) I See footnote(4)
Class B Common Stock (3) (3) (3) Class A Common Stock 1,447,532 1,447,532 I See footnote(5)
Class B Common Stock (3) (3) (3) Class A Common Stock 351,505 351,505(9) I See footnote(10)
Class B Common Stock (3) (3) (3) Class A Common Stock 948,175 948,175 I See footnote(11)
Class B Common Stock (3) (3) (3) Class A Common Stock 162,968 162,968(12) I See footnote(13)
Class B Common Stock (3) (3) (3) Class A Common Stock 1,189,225 1,189,225 I See footnote(14)
Class B Common Stock (3) (3) (3) Class A Common Stock 1,200,000 1,200,000 I See footnote(15)
Class B Common Stock (3) (3) (3) Class A Common Stock 1,000,000 1,000,000(16) I See footnote(17)
Explanation of Responses:
1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
2. The 9,478 shares issuable upon vesting and settlement of the RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").
3. 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.
4. The shares are held of record by the Revocable Trust.
5. The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer.
6. Includes 87,032 shares previously reported as held directly by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee (the "2023 Annuity Trust II") which were re-registered on November 15, 2024 and are now held directly by the Revocable Trust.
7. Excludes 57,230 shares previously reported as held directly by the Revocable Trust which were re-registered on November 15, 2024 and are now held directly by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor (the "SZ 2020 Irrevocable Trust").
8. Excludes 1,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on November 15, 2024 and are now held directly by The Sutherland/Zatlyn 2024 Annuity Trust III dated November 12, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust III").
9. Includes 57,230 shares previously reported as held directly by the Revocable Trust which were re-registered on November 15, 2024 and are now held of record by the SZ 2020 Irrevocable Trust.
10. The shares are held of record by the SZ 2020 Irrevocable Trust.
11. The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee.
12. Excludes 87,032 shares previously reported as held directly by the 2023 Annuity Trust II which were re-registered on November 15, 2024 and are now held directly by the Revocable Trust.
13. The shares are held of record by 2023 Annuity Trust II.
14. The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee.
15. The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee.
16. Consists of 1,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on November 15, 2024 and are now held directly by the 2024 Annuity Trust III.
17. The shares are held of record by the 2024 Annuity Trust III.
/s/ Lindsey Cochran, by power of attorney 11/19/2024
** 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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