Zatlyn Michelle 4

Accession 0001786951-25-000011

CIK 0001477333other

View on SEC.gov Company Profile

Filed

Dec 10, 7:00 PM ET

Accepted

Dec 11, 6:36 PM ET

Size

64.1 KB

Accession

0001786951-25-000011

Insider Transaction Report

Form 4

Period: 2025-12-09

Cloudflare, Inc.NET

Zatlyn Michelle

DirectorPresident and Board Co-Chair

Transactions

Exercise/Conversion
Class A Common Stock
2025-12-09+25,641→ 50,196 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-09$204.80/sh−13,410$2,746,352→ 36,786 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-09$205.44/sh−10,883$2,235,856→ 25,903 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-09$206.27/sh−1,348$278,047→ 24,555 total(indirect: See footnote)
Exercise/Conversion
Class A Common Stock
2025-12-10+25,641→ 50,196 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-10$205.45/sh−12,149$2,496,018→ 38,047 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-10$206.28/sh−12,953$2,671,951→ 25,094 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-10$207.15/sh−539$111,653→ 24,555 total(indirect: See footnote)
Exercise/Conversion
Class A Common Stock
2025-12-11+25,641→ 50,196 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-11$206.37/sh−2,074$428,016→ 48,122 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-11$207.44/sh−2,268$470,465→ 45,854 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-11$208.54/sh−13,937$2,906,393→ 31,917 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-11$209.45/sh−4,591$961,569→ 27,326 total(indirect: See footnote)
Sale
Class A Common Stock
2025-12-11$210.25/sh−2,771$582,612→ 24,555 total(indirect: See footnote)
Exercise/Conversion
Employee Stock Option (right to buy)
2025-12-09−25,641→ 1,799,992 total
Exercise: $2.04Exp: 2027-08-07→ Class B Common Stock (25,641 underlying)
Exercise/Conversion
Class B Common Stock
2025-12-09+25,641→ 25,641 total
→ Class A Common Stock (25,641 underlying)
Conversion
Class B Common Stock
2025-12-09−25,641→ 0 total
→ Class A Common Stock (25,641 underlying)
Exercise/Conversion
Employee Stock Option (right to buy)
2025-12-10−25,641→ 1,774,351 total
Exercise: $2.04Exp: 2027-08-07→ Class B Common Stock (25,641 underlying)
Exercise/Conversion
Class B Common Stock
2025-12-10+25,641→ 25,641 total
→ Class A Common Stock (25,641 underlying)
Conversion
Class B Common Stock
2025-12-10−25,641→ 0 total
→ Class A Common Stock (25,641 underlying)
Exercise/Conversion
Employee Stock Option (right to buy)
2025-12-11−25,641→ 1,748,710 total
Exercise: $2.04Exp: 2027-08-07→ Class B Common Stock (25,641 underlying)
Exercise/Conversion
Class B Common Stock
2025-12-11+25,641→ 25,641 total
→ Class A Common Stock (25,641 underlying)
Conversion
Class B Common Stock
2025-12-11−25,641→ 0 total
→ Class A Common Stock (25,641 underlying)

Holdings

Class A Common Stock
349,644
Class A Common Stock
(indirect: See footnote)
19,615
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (552,439 underlying)
552,438
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (351,505 underlying)
351,505
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (2,064,551 underlying)
2,064,551
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (4,819 underlying)
4,819
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (921,730 underlying)
921,730
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (944,742 underlying)
944,742
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (790,659 underlying)
790,659
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (1,000,000 underlying)
1,000,000
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (200,000 underlying)
200,000
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (250,000 underlying)
250,000

Footnotes (25)

[F1]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.
[F10]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.01 to $207.00, inclusive.
[F11]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.01 to $208.00, inclusive.
[F12]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.02 to $209.01, inclusive.
[F13]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.03 to $210.02, inclusive.
[F14]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.03 to $210.695, inclusive.
[F15]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.
[F16]Shares subject to the option are fully vested and immediately exercisable.
[F17]Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held of record by the Revocable Trust.
[F18]The shares are held of record by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.
[F19]The shares are held of record by The SZ 2023 Irrevocable Trust dated August 29, 2023, for which the reporting person serves as a co-trustee.
[F2]The shares are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").
[F20]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.
[F21]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.
[F22]The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust III dated November 12, 2024, for which the reporting person serves as co-trustee.
[F23]The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust dated May 23, 2025, for which the reporting person serves as trustee.
[F24]The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust II dated August 15, 2025, for which the reporting person serves as trustee.
[F25]The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust III dated November 11, 2025, for which the reporting person serves as trustee.
[F3]The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025.
[F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.14 to $205.13, inclusive. The reporting person undertakes to provide 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.
[F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.14 to $206.13, inclusive.
[F6]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.14 to $206.33, inclusive.
[F7]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.945 to $205.93, inclusive.
[F8]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.945 to $206.93, inclusive.
[F9]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.03 to $207.21, inclusive.

Documents

1 file

4
wk-form4_1765496191.xmlPrimary
FORM 4

Issuer

Cloudflare, Inc.

CIK 0001477333

→

Entity typeother

Related Parties

filerCIK 0001786951

Filing Metadata

Form type: 4
Filed: Dec 10, 7:00 PM ET
Accepted: Dec 11, 6:36 PM ET
Size: 64.1 KB

View on SEC.gov