Venrock Management V Form 3 Cloudflare / PARTNERS V L P VENROCK ownership change

SEC Form 3

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^*

VENROCK ASSOCIATES V LP

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	27,532,000	⁽¹⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	6,566,350	⁽⁴⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽²⁾	3,174,050	⁽⁵⁾	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	441,907	⁽⁶⁾	I	See footnote⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	2,334,250	⁽¹⁾	I	See footnote⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	556,720	⁽⁴⁾	I	See footnote⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽²⁾	269,110	⁽⁵⁾	I	See footnote⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	37,466	⁽⁶⁾	I	See footnote⁽⁷⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	646,850	⁽¹⁾	I	See footnote⁽⁸⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	154,280	⁽⁴⁾	I	See footnote⁽⁸⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽²⁾	74,570	⁽⁵⁾	I	See footnote⁽⁸⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	10,383	⁽⁶⁾	I	See footnote⁽⁸⁾

1. Name and Address of Reporting Person^*

VENROCK ASSOCIATES V LP

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Venrock Management V, LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VENROCK PARTNERS V L P

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Venrock Partners Management V, LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Venrock Entrepreneurs Fund V, L.P.

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VEF Management V, LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

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 Venrock Associates V, L.P. (VA5), for which Venrock Management V, LLC (VM5) is the sole general partner. VM5 expressly disclaims beneficial ownership over the shares held by VA5 except to the extent of its indirect 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. 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.

7. The shares are held of record by Venrock Partners V, L.P. (VP5), for which Venrock Partners Management V, LLC (VPM5) is the sole general partner. VPM5 expressly disclaims beneficial ownership over the shares held by VP5 except to the extent of its indirect pecuniary interest therein.

8. The shares are held of record by Venrock Entrepreneurs Fund V, L.P. (VEF5), for which VEF Management V, LLC (VEFM5) is the sole general partner. VEF5 expressly disclaims beneficial ownership over the shares held by VEF5 except to the extent of its indirect pecuniary interest therein.

Remarks:

	/s/ David L. Stepp, authorized signatory for Venrock Associates V, L.P.	09/12/2019
	/s/ David L. Stepp, authorized signatory for Venrock Management V, LLC	09/12/2019
	/s/ David L. Stepp, authorized signatory for Venrock Partners V, L.P.	09/12/2019
	/s/ David L. Stepp, authorized signatory for Venrock Partners Management V, LLC	09/12/2019
	/s/ David L. Stepp, authorized signatory for Venrock Entrepreneurs Fund V, L.P.	09/12/2019
	/s/ David L. Stepp, authorized signatory for VEF Management V, LLC	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.

Venrock Management V Form 3Cloudflare / PARTNERS V L P VENROCK ownership change