Meresman Stanley J Form 4 Cloudflare / STANLEY J MERESMAN 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^*

MERESMAN STANLEY J

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2022

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	02/14/2022		C		12,000	A	(1)	21,063	D
Class A Common Stock	02/14/2022		S(2)		5,646	D	$105.0444(3)	15,417	D
Class A Common Stock	02/14/2022		S(2)		8,000	D	$105.9879(4)	7,417	D
Class A Common Stock	02/14/2022		S(2)		4,027	D	$106.9795(5)	3,390	D
Class A Common Stock	02/14/2022		S(2)		949	D	$107.6955(6)	2,441	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
Stock Option (right to buy)	$8.56	02/14/2022		M			12,000	(7)	12/12/2028	Class B Common Stock(1)	12,000	$0.00	44,000	D
Class B Common Stock	(1)	02/14/2022		M		12,000		(1)	(1)	Class A Common Stock	12,000	$0.00	12,000	D
Class B Common Stock	(1)	02/14/2022		C			12,000	(1)	(1)	Class A Common Stock	12,000	$0.00	0	D

Explanation of Responses:

1. 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.

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 29, 2021.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.50 to $105.475, 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 ranges set forth in footnotes (3) through (6) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.52 to $106.50, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.53 to $107.48, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.58 to $107.96, inclusive.

7. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 16 equal quarterly installments following December 13, 2018.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	02/15/2022
	** 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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