4//SEC Filing
NEA 13 GP, Ltd 4
Accession 0001209191-20-031528
CIK 0001477333other
Filed
May 20, 8:00 PM ET
Accepted
May 21, 7:56 PM ET
Size
16.3 KB
Accession
0001209191-20-031528
Insider Transaction Report
Form 4
NEA Partners 13, Limited Partnership
10% Owner
Transactions
- Other
Class A Common Stock
2020-05-19−1,616,289→ 0 total - Conversion
Class B Common Stock
2020-05-19−5,264,785→ 43,323,689 total(indirect: See Note 2)→ Class A Common Stock (5,264,785 underlying) - Other
Class A Common Stock
2020-05-19−5,264,785→ 4,059,376 total(indirect: See Note 3) - Conversion
Class A Common Stock
2020-05-19+5,264,785→ 9,324,161 total(indirect: See Note 3) - Other
Class A Common Stock
2020-05-19+1,616,289→ 1,616,289 total
NEA 13 GP, Ltd
10% Owner
Transactions
- Conversion
Class A Common Stock
2020-05-19+5,264,785→ 9,324,161 total(indirect: See Note 3) - Other
Class A Common Stock
2020-05-19+1,616,289→ 1,616,289 total - Conversion
Class B Common Stock
2020-05-19−5,264,785→ 43,323,689 total(indirect: See Note 2)→ Class A Common Stock (5,264,785 underlying) - Other
Class A Common Stock
2020-05-19−5,264,785→ 4,059,376 total(indirect: See Note 3) - Other
Class A Common Stock
2020-05-19−1,616,289→ 0 total
Footnotes (7)
- [F1]New Enterprise Associates 13, L.P. ("NEA 13") converted 5,264,785 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 5,264,785 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 shares are directly held by NEA 13 and are indirectly held by NEA Partners 13, Limited Partnership ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (the NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, "Directors") together, the "NEA 13 Indirect Reporting Persons"). The Directors of NEA 13 LTD are Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The NEA 13 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the NEA 13 Indirect Reporting Persons have no pecuniary interest.
- [F4]NEA 13 made a pro rata distribution for no consideration of an aggregate of 5,264,785 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on May 19, 2020.
- [F5]NEA Partners 13 received 1,616,289 shares of Class A Common Stock of the Issuer in the distribution by NEA 13 on May 20, 2020.
- [F6]The shares are directly held by NEA Partners 13 and indirectly held by NEA 13 LTD, the sole general partner of NEA Partners 13, and the Directors of NEA 13 LTD (NEA 13 LTD and the Directors of NEA 13 LTD together, the "NEA Partners 13 Indirect Reporting Persons"). The NEA Partners 13 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA Partners 13 shares in which the NEA Partners 13 Indirect Reporting Persons have no pecuniary interest.
- [F7]NEA Partners 13 made a pro rata distribution for no consideration of an aggregate of 1,616,289 shares of Class A Common Stock of the Issuer to its limited partners on May 19, 2020.
Documents
Issuer
Cloudflare, Inc.
CIK 0001477333
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001460751
Filing Metadata
- Form type
- 4
- Filed
- May 20, 8:00 PM ET
- Accepted
- May 21, 7:56 PM ET
- Size
- 16.3 KB