Sandell Scott D Form 4 Cloudflare / SCOTT D SANDELL ownership change

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).

1. Name and Address of Reporting Person^*

SANDELL SCOTT D

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2023

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	08/07/2023		C(1)		1,249,215	A	$0.00(2)	1,249,215	I	See Note 3(3)
Class A Common Stock	08/07/2023		J(4)		1,249,215	D	$0.00	0	I	See Note 3(3)
Class A Common Stock	08/07/2023		J(5)		383,509	A	$0.00	383,509	I	See Note 6(6)
Class A Common Stock	08/07/2023		J(7)		383,509	D	$0.00	0	I	See Note 6(6)
Class A Common Stock	08/07/2023		J(8)		10,283	A	$0.00	242,351	I	See Note 9(9)
Class A Common Stock	08/07/2023		J(10)		20,307	A	$0.00	20,307	I	See Note 11(11)
Class A Common Stock	08/08/2023		S		1,338	D	$63.8073(12)	18,969	I	See Note 11(11)
Class A Common Stock	08/08/2023		S		9,455	D	$64.5367(13)	9,514	I	See Note 11(11)
Class A Common Stock	08/08/2023		S		2,944	D	$65.3038(14)	6,570	I	See Note 11(11)
Class A Common Stock	08/08/2023		S		6,570	D	$66.5654(15)	0	I	See Note 11(11)
Class A Common Stock								41,000	I	See Note 16(16)
Class A Common Stock								37,000	I	See Note 17(17)
Class A Common Stock								113,000	I	See Note 18(18)
Class A Common Stock								6,325	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(2)	(2)	08/07/2023		C			1,249,215	(2)	(2)	Class A Common Stock	1,249,215	$0.00	0	I	See Note 3(3)

Explanation of Responses:

1. New Enterprise Associates 13, L.P. ("NEA 13") converted 1,249,215 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 1,249,215 shares of Class A Common Stock.

2. 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.

3. The Reporting Person is a manager of NEA 13 GP, LLC ("NEA 13 GP"), 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, 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 held by NEA 13 in which the Reporting Person has no pecuniary interest.

4. NEA 13 made a pro rata distribution of 1,249,215 shares of Class A Common Stock of the Issuer to its general partner and limited partners for no consideration on August 7, 2023.

5. NEA Partners 13 received 383,509 shares of Class A Common Stock of the Issuer in the distribution made by NEA 13 on August 7, 2023.

6. The Reporting Person is a manager of NEA 13 GP, 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 held by NEA Partners 13 in which the Reporting Person has no pecuniary interest.

7. NEA Partners 13 made a pro rata distribution of 383,509 shares of Class A Common Stock of the Issuer to its limited partners for no consideration on August 7, 2023.

8. The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 10,283 shares of Class A Common Stock of the Issuer in the distribution made by NEA Partners 13 on August 7, 2023.

9. 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, or otherwise of such portion of the securities held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.

10. NEA Investment Holdings CF, LLC ("NEA Holdings CF"), the managing member of NEA Investments TC, LLC ("NEA Investments TC"), received 20,307 shares of Class A Common Stock of the Issuer in a distribution by NEA Investments TC on August 7, 2023. NEA Investments TC received the shares in a distribution from its wholly owned subsidiary, New Enterprise Associates, LLC, which shares were received in the distribution by NEA Partners 13 on August 7, 2023.

11. The Reporting Person is a member of the Board of Directors of NEA Holdings CF, 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 held by NEA Holdings CF in which the Reporting Person has no pecuniary interest.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.67 - $64.00 per share, 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 range set forth in this footnote.

13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.01 - $65.00 per share, 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 range set forth in this footnote.

14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.01 - $66.00 per share, 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 range set forth in this footnote.

15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.01 - $67.00 per share, 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 range set forth in this footnote.

16. The Reporting Person is the trustee of the SS 2022 CF GRAT 2 dated 12/6/2022, which is the direct beneficial owner of the securities.

17. The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the securities.

18. The Reporting Person is the trustee of the SS 2023 CF GRAT dated 5/16/2023, which is the direct beneficial owner of the securities.

Remarks:

	/s/ Louis Citron, attorney-in-fact	08/09/2023
	** 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).
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