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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cloudflare, Inc. [ NET ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/05/2020 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/05/2020 | C(1) | 1,030,412 | A | (1) | 1,030,412 | I | See Footnote(2) | ||
| Class A Common Stock | 03/05/2020 | C(1) | 334,380 | A | (1) | 334,380 | I | See Footnote(3) | ||
| Class A Common Stock | 03/05/2020 | C(1) | 635,208 | A | (1) | 635,208 | I | See Footnote(4) | ||
| Class A Common Stock | 03/05/2020 | S | 1,030,412 | D | $22.8 | 0 | I | See Footnote(2) | ||
| Class A Common Stock | 03/05/2020 | S | 334,380 | D | $22.8 | 0 | I | See Footnote(3) | ||
| Class A Common Stock | 03/05/2020 | S | 635,208 | D | $22.8 | 0 | I | See Footnote(4) | ||
| Class A Common Stock | 831,641 | I | See Footnote(5) | |||||||
| Class A Common Stock | 211,603 | I | See Footnote(6) | |||||||
| Class A Common Stock | 252,550 | I | See Footnote(7) | |||||||
| Class A Common Stock | 2,954,546 | I | See Footnote(8) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (1) | 03/05/2020 | C(1) | 1,030,412 | (1) | (1) | Class A Common Stock | 1,030,412 | $0.00 | 18,873,702 | I | See Footnote(2) | |||
| Class B Common Stock | (1) | 03/05/2020 | C(1) | 334,380 | (1) | (1) | Class A Common Stock | 334,380 | $0.00 | 6,125,143 | I | See Footnote(3) | |||
| Class B Common Stock | (1) | 03/05/2020 | C(1) | 635,208 | (1) | (1) | Class A Common Stock | 635,208 | $0.00 | 11,634,769 | I | See Footnote(4) | |||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 3,467,897 | 3,467,897 | I | See Footnote(5) | |||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 882,371 | 882,371 | I | See Footnote(6) | |||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 1,053,124 | 1,053,124 | I | See Footnote(7) | |||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 497,996 | 497,996 | I | See Footnote(10) | |||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 34,051 | 34,051 | I | See Footnote(11) | |||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 662,265 | 662,265 | I | See Footnote(8) | |||||||
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. Represents conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock on a 1-for-1 basis. The convertibility of the Class B Common Stock has no expiration date. |
| 2. 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. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV. Each of UVP IV GP and Mr. Modersitzki disclaims beneficial ownership of the securities held by of record by UVP IV except to the extent of its or his respective pecuniary interest therein. |
| 3. 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. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV-A. Each of UVP IV GP and Mr. Modersitzki disclaims beneficial ownership of the securities held by of record by UVP IV-A except to the extent of its or his respective pecuniary interest therein. |
| 4. The shares are held of record by UV Partners IV Financial Institutions Fund, L.P. ("UVP IV FIF"). UV Partners IV Financial Institutions GP, L.L.C. ("UVP IV FIGP") is the General Partner of UVP IV FIF, and Blake Modersitzki is the Manager Member of UVP IV FIGP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV FIF. Each of UVP IV FIGP and Mr. Modersitzki disclaims beneficial ownership of the securities held by of record by UVP IV FIF except to the extent of its or his respective pecuniary interest therein. |
| 5. The shares are held of record by Pelion Ventures V, L.P. ("PV V"). Pelion Venture Partners V, L.L.C. ("PVP V") is the General Partner of PV V, and Blake Modersitzki is the Manager Member of PVP V. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V, but disclaims beneficial ownership of the securities held of record by PV V except to the extent of his individual pecuniary interest therein. |
| 6. The shares are held of record by Pelion Ventures V-A, L.P. ("PV V-A"). PVP V is the General Partner of PV V-A, and Blake Modersitzki is the Manager Member of PVP V. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V-A, but disclaims beneficial ownership of the securities held of record by PV V-A except to the extent of his individual pecuniary interest therein. |
| 7. The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. ("PV V FIF"). Pelion Ventures V Financial Institutions GP, L.L.C. ("PV V FIGP") is the General Partner of PV V FIF and Blake Modersitzki is the Manager Member of PV V FIGP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V FIF, but disclaims beneficial ownership of the securities held of record by PV V FIF except to the extent of his individual pecuniary interest therein. |
| 8. 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. Mr. Modersitzki exercises 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. |
| 9. 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. |
| 10. The shares are held of record by Pelion Ventures VI, L.P. ("PV VI"). Pelion Venture Partners VI, L.L.C. ("PVP VI") is the General Partner of PV VI, and Blake Modersitzki is the Manager Member of PVP VI. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV VI, but disclaims beneficial ownership of the securities held of record by PV VI except to the extent of his individual pecuniary interest therein. |
| 11. The shares are held of record by Pelion Ventures VI-A, L.P. ("PV VI-A"). PVP VI is the General Partner of PV VI-A, and Blake Modersitzki is the Manager Member of PVP VI. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV VI-A, but disclaims beneficial ownership of the securities held of record by PV VI-A except to the extent of his individual pecuniary interest therein. |
| Remarks: |
| The sales reported herein are matchable, for purposes of Section 16(b) of the Exchange Act, with purchases on September 17, 2019 by certain entities in which Mr. Modersitzki has a pecuniary interest (the "Purchases"). As a result, Mr. Modersitzki is liable for short-swing profits to the extent of his pecuniary interest in the Purchases and the sales reported herein. Mr. Modersitzki has agreed with the Issuer to disgorge his short-swing profits attributable to the matching of the Purchases with the sales reported herein. None of the other reporting persons has any pecuniary interest in the Purchases. Accordingly, no other reporting person has any short-swing liability as a result of the transactions reported herein. |
| UV Partners IV, L.P. By: UV Partners IV GP, L.L.C. Its: General Partner By: /s/ Blake G. Modersitzki Managing Member | 03/09/2020 | |
| UV Partners IV-A, L.P. By: UV Partners IV GP, L.L.C. Its: General Partner By: /s/ Blake G. Modersitzki Managing Member | 03/09/2020 | |
| UV Partners IV Financial Institutions Fund, L.P. By: UV Partners IV Financial Institutions GP, L.L.C. Its: General Partner By: /s/ Blake G. Modersitzki Managing Member | 03/09/2020 | |
| UV Partners IV GP, L.L.C. By: /s/ Blake G. Modersitzki Managing Member | 03/09/2020 | |
| UV Partners IV Financial Institutions GP, L.L.C. By: /s/ Blake G. Modersitzki Managing Member | 03/09/2020 | |
| /s/ Blake G. Modersitzki | 03/09/2020 | |
| ** 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). | ||
| 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. | ||