Scott D. Sandell - May 18, 2021 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
Director
Signature
/s/ Sasha Keough, attorney-in-fact
Stock symbol
NET
Transactions as of
May 18, 2021
Transactions value $
$0
Form type
4
Date filed
5/20/2021, 04:41 PM
Previous filing
May 14, 2021
Next filing
May 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Conversion of derivative security +4.25M +153.79% 7.01M May 18, 2021 See Note 3 F1, F2, F3
transaction NET Class A Common Stock Other $0 -4.25M -60.6% $0.00 2.76M May 18, 2021 See Note 3 F3, F4
transaction NET Class A Common Stock Other $0 +1.3M $0.00 1.3M May 18, 2021 See Note 6 F5, F6
transaction NET Class A Common Stock Other $0 -1.3M -100% $0.00* 0 May 18, 2021 See Note 6 F6, F7
transaction NET Class A Common Stock Other $0 +35K +11.1% $0.00 350K May 18, 2021 See Note 9 F8, F9
holding NET Class A Common Stock 37K May 18, 2021 See Note 10 F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NET Class B Common Stock Conversion of derivative security $0 -4.25M -59.79% $0.00 2.86M May 18, 2021 Class A Common Stock 4.25M See Note 3 F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 New Enterprise Associates 13, L.P. ("NEA 13") converted 4,250,000 shares of Class B Common Stock at its option, pursuant to the Issuer's Amended and Restated Certificate of Incorporation, resulting in its acquisition of 4,250,000 shares of Class A Common Stock.
F2 Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at NEA 13's election and has no expiration date.
F3 The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of NEA 13, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 13 in which the Reporting Person has no pecuniary interest.
F4 NEA 13 made a pro rata distribution for no consideration of an aggregate of 4,250,000 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on May 18, 2021.
F5 NEA Partners 13 received 1,304,750 shares of Class A Common Stock of the Issuer in the distribution by NEA 13 on May 18, 2021.
F6 The Reporting Person is a director of NEA 13 LTD, which is the sole general partner of NEA Partners 13, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 13 in which the Reporting Person has no pecuniary interest.
F7 NEA Partners 13 made a pro rata distribution for no consideration of an aggregate of 1,304,750 shares of Class A Common Stock of the Issuer to its limited partners on May 18, 2021.
F8 The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 34,983 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 13 on May 18, 2021.
F9 The Reporting Person is the trustee of the Blue Mountain Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of the securities of the Issuer held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.
F10 The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the shares.