| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/12/2019 | 3. Issuer Name and Ticker or Trading Symbol Cloudflare, Inc. [ NET ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 9,808,604 | (1) | I | See footnote(3) |
| Series B Convertible Preferred Stock | (4) | (4) | Class B Common Stock(2) | 8,321,250 | (4) | I | See footnote(3) |
| Series C Convertible Preferred Stock | (5) | (5) | Class B Common Stock(2) | 1,774,260 | (5) | I | See footnote(3) |
| Series A Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 3,183,223 | (1) | I | See footnote(6) |
| Series B Convertible Preferred Stock | (4) | (4) | Class B Common Stock(2) | 2,700,500 | (4) | I | See footnote(6) |
| Series C Convertible Preferred Stock | (5) | (5) | Class B Common Stock(2) | 575,800 | (5) | I | See footnote(6) |
| Series A Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 6,046,577 | (1) | I | See footnote(7) |
| Series B Convertible Preferred Stock | (4) | (4) | Class B Common Stock(2) | 5,129,650 | (4) | I | See footnote(7) |
| Series C Convertible Preferred Stock | (5) | (5) | Class B Common Stock(2) | 1,093,750 | (5) | I | See footnote(7) |
| Series D Convertible Preferred Stock | (8) | (8) | Class A Common Stock | 2,954,546 | (8) | I | See footnote(9) |
| Class B Common Stock | (2) | (2) | Class A Common Stock | 622,265 | (2) | I | See footnote(9) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Series A Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. |
| 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 the reporting person's election and has no expiration date. |
| 3. The shares are held of record by UV Partners IV, L.P. (UVP IV). UV Partners IV GP, L.L.C. (UVP IV GP) is the General Partner of UVP IV, and Blake Modersitzki is the Manager Member of UVP IV GP. Carl Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of UVP IV GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by UVP IV, but disclaims beneficial ownership of the securities held by of record by UVP IV except to the extent of his individual pecuniary interest therein. |
| 4. Each share of Series B Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. |
| 5. Each share of Series C Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. |
| 6. The shares are held of record by UV Partners IV-A, L.P. (UVP IV-A). UVP IV GP is the General Partner of UVP IV-A, and Blake Modersitzki is the Manager Member of UVP IV GP. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of UVP IV GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by UVP IV-A, but each disclaims beneficial ownership of the securities held of record by UVP IV-A except to the extent of his individual pecuniary interest therein. |
| 7. The shares are held of record by UV Partners IV Financial Institutions Fund, L.P. (UVP IV Financial). UV Partners IV Financial Institutions GP, L.L.C. (UVP IV Financial GP) is the General Partner of UVP IV Financial, and Blake Modersitzki is the Manager Member of UVP IV Financial GP. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of UVP IV Financial GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by UVP IV Financial, but disclaims beneficial ownership of the securities held of record by UVP IV Financial except to the extent of his individual pecuniary interest therein. |
| 8. Each share of Series D Convertible Preferred Stock shall automatically convert into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. |
| 9. The shares are held of record by Pelion Opportunity Fund I, LLC (POF I). Pelion Opportunities Partners I, L.L.C. (POP I) is the Manager of POF I, and Blake Modersitzki is the Manager Member of POP I. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of POP I. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by POF I, but disclaims beneficial ownership of the securities held by of record by POF I except to the extent of his individual pecuniary interest therein. |
| Remarks: |
| This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Pelion Ventures and their applicable members. |
| /s/ Blake Modersitzki, the Manager Member of UV Partners IV GP, L.L.C., the General Partner of UV Partners IV, L.P. | 09/12/2019 | |
| /s/ Blake Modersitzki, the Manager Member of UV Partners IV GP, LLC, the General Partner of UV Partners IV-A, L.P. | 09/12/2019 | |
| /s/ Blake Modersitzki, the Manager Member of UV Partners IV Financial Institutions GP, L.L.C., the General Partner of UV Partners IV Financial Institutions Fund, L.P. | 09/12/2019 | |
| /s/ Blake Modersitzki, the Manager Member of UV Partners IV GP, L.L.C. | 09/12/2019 | |
| /s/ Blake Modersitzki, the Manager Member of UV Partners IV Financial Institutions GP, L.L.C. | 09/12/2019 | |
| /s/ Blake Modersitzki, the Manager Member of Pelion Opportunities Partners I, L.L.C., the Manager of Pelion Opportunity Fund I, LLC | 09/12/2019 | |
| /s/ Blake Modersitzki, the Manager Member of Pelion Opportunities Partners I, L.L.C. | 09/12/2019 | |
| /s/ Blake Modersitzki | 09/12/2019 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
