Pelion Ventures V-A Form 4 Cloudflare / Blake G Modersitzki 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^*

UV PARTNERS IV LP

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2020

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/08/2020		C⁽¹⁾		1,545,563	A	⁽¹⁾	1,545,563	I	Footnote⁽²⁾⁽³⁾
Class A Common Stock	06/08/2020		C⁽¹⁾		501,588	A	⁽¹⁾	501,588	I	Footnote⁽³⁾⁽⁴⁾
Class A Common Stock	06/08/2020		C⁽¹⁾		952,782	A	⁽¹⁾	952,782	I	Footnote⁽⁵⁾⁽⁶⁾
Class A Common Stock	06/08/2020		J⁽⁷⁾		1,545,563	D	⁽⁷⁾	0	I	Footnote⁽²⁾⁽³⁾
Class A Common Stock	06/08/2020		J⁽⁸⁾		501,588	D	⁽⁸⁾	0	I	Footnote⁽³⁾⁽⁴⁾
Class A Common Stock	06/08/2020		J⁽⁹⁾		952,782	D	⁽⁹⁾	0	I	Footnote⁽⁵⁾⁽⁶⁾
Class A Common Stock	06/08/2020		J⁽⁷⁾		333,842	A	⁽⁷⁾	333,842	I	Footnote⁽³⁾⁽¹⁰⁾
Class A Common Stock	06/08/2020		J⁽⁸⁾		157,495	A	⁽⁸⁾	491,337	I	Footnote⁽³⁾⁽¹⁰⁾
Class A Common Stock	06/08/2020		J⁽⁹⁾		205,795	A	⁽⁹⁾	205,795	I	Footnote⁽⁶⁾⁽¹¹⁾
Class A Common Stock	06/08/2020		J⁽¹²⁾		491,336	D	⁽¹²⁾	1	I	Footnote⁽³⁾⁽¹⁰⁾
Class A Common Stock	06/08/2020		J⁽¹³⁾		205,795	D	⁽¹³⁾	0	I	Footnote⁽⁶⁾⁽¹¹⁾
Class A Common Stock	06/08/2020		J⁽¹⁴⁾		641,768	D	⁽¹⁴⁾	189,873	I	Footnote⁽¹⁵⁾⁽¹⁶⁾
Class A Common Stock	06/08/2020		J⁽¹⁷⁾		163,292	D	⁽¹⁷⁾	48,311	I	Footnote⁽¹⁶⁾⁽¹⁸⁾
Class A Common Stock	06/08/2020		J⁽¹⁹⁾		194,894	D	⁽¹⁹⁾	57,656	I	Footnote⁽²⁰⁾⁽²¹⁾
Class A Common Stock	06/08/2020		J⁽¹⁴⁾		12,833	A	⁽¹⁴⁾	12,833	I	Footnote⁽¹⁶⁾⁽²²⁾
Class A Common Stock	06/08/2020		J⁽¹⁷⁾		3,263	A	⁽¹⁷⁾	16,096	I	Footnote⁽¹⁶⁾⁽²²⁾
Class A Common Stock	06/08/2020		J⁽¹⁹⁾		3,894	A	⁽¹⁹⁾	3,894	I	Footnote⁽²¹⁾⁽²³⁾
Class A Common Stock	06/08/2020		J⁽²⁴⁾		16,096	D	⁽²⁴⁾	0	I	Footnote⁽¹⁶⁾⁽²²⁾
Class A Common Stock	06/08/2020		J⁽²⁵⁾		3,894	D	⁽²⁵⁾	0	I	Footnote⁽²¹⁾⁽²³⁾
Class A Common Stock	06/08/2020		J⁽¹²⁾		148,330	A	⁽¹²⁾	676,732	I	Footnote⁽²⁶⁾
Class A Common Stock	06/08/2020		J⁽¹³⁾		63,672	A	⁽¹³⁾	740,404	I	Footnote⁽²⁶⁾
Class A Common Stock	06/08/2020		J⁽²⁴⁾		6,647	A	⁽¹⁵⁾	747,051	I	Footnote⁽²⁶⁾
Class A Common Stock	06/08/2020		J⁽²⁵⁾		1,609	A	⁽¹⁸⁾	748,660	I	Footnote⁽²⁶⁾
Class A Common Stock								2,954,546	I	Footnote⁽²⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	06/08/2020		C⁽¹⁾			1,545,563	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,545,563	$0.00	12,691,450	I	Footnote⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁾	06/08/2020		C			501,588	⁽¹⁾	⁽¹⁾	Class A Common Stock	501,588	$0.00	4,118,790	I	Footnote⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	06/08/2020		C			952,782	⁽¹⁾	⁽¹⁾	Class A Common Stock	952,782	$0.00	7,823,644	I	Footnote⁽⁵⁾⁽⁶⁾
Class B Common Stock	⁽²⁸⁾							⁽²⁸⁾	⁽²⁸⁾	Class A Common Stock	3,467,897		3,467,897	I	Footnote⁽¹⁵⁾
Class B Common Stock	⁽²⁸⁾							⁽²⁸⁾	⁽²⁸⁾	Class A Common Stock	882,371		882,371	I	Footnote⁽¹⁸⁾
Class B Common Stock	⁽²⁸⁾							⁽²⁸⁾	⁽²⁸⁾	Class A Common Stock	1,053,124		1,053,124	I	Footnote⁽²⁰⁾
Class B Common Stock	⁽²⁸⁾							⁽²⁸⁾	⁽²⁸⁾	Class A Common Stock	497,996		497,996	I	Footnote⁽²⁹⁾
Class B Common Stock	⁽²⁸⁾							⁽²⁸⁾	⁽²⁸⁾	Class A Common Stock	34,051		34,051	I	Footnote⁽³⁰⁾
Class B Common Stock	⁽²⁸⁾							⁽²⁸⁾	⁽²⁸⁾	Class A Common Stock	622,265		622,265	I	Footnote⁽²⁷⁾

1. Name and Address of Reporting Person^*

UV PARTNERS IV LP

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

UV PARTNERS IV-A LP

(Last)

(First)

(Middle)

C/O PELION VENTURES,

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

UV PARTNERS IV FINANCIAL INSTITUTIONS FUND LP

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

UV Partners IV GP, L.L.C.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

UV Partners IV Financial Institutions GP, L.L.C.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pelion Ventures V, L.P.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pelion Ventures V-A, L.P.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pelion Ventures V Financial Institutions Fund, L.P.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pelion Venture Partners V, L.L.C.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Modersitzki Blake G

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E. COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

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").

3. UV Partners IV GP, L.L.C. ("UVP IV GP") is the General Partner of UVP IV and UVP IV-A, but disclaims beneficial ownership of the securities held of record by UVP IV and UVP IV-A except to the extent of its pecuniary interest therein. Blake Modersitzki is the Managing Member of UVP IV GP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV, UVP IV-A and UVP IV GP, but disclaims beneficial ownership of the securities held by of record by UVP IV, UVP IV-A and UVP IV GP except to the extent of his individual pecuniary interest therein.

4. The shares are held of record by UV Partners IV-A, L.P. ("UVP IV-A").

5. The shares are held of record by UV Partners IV Financial Institutions Fund, L.P. ("UVP IV FIF").

6. UV Partners IV Financial Institutions GP, L.L.C. ("UVP IV FIGP") is the General Partner of UVP IV FIF, but disclaims beneficial ownership of the securities held of record by UVP IV FIF except to the extent of its pecuniary interest therein. 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 and UVP IV FIGP, but disclaims beneficial ownership of the securities held of record by UVP IV FIF and UVP IV FIGP except to the extent of his individual pecuniary interest therein.

7. Represents in-kind distribution by UVP IV without consideration to its partners (including UVP IV GP).

8. Represents in-kind distribution by UVP IV-A without consideration to its partners (including UVP IV GP).

9. Represents in-kind distribution by UVP IV FIF without consideration to its partners (including UVP IV FIGP).

10. The shares are held of record by UVP IV GP.

11. The shares are held of record by UVP IV FIGP.

12. Represents in-kind distribution by UVP IV GP without consideration to its members.

13. Represents in-kind distribution by UVP IV FIGP without consideration to its members.

14. Represents in-kind distribution by PV V without consideration to its partners (including PVP V).

15. The shares are held of record by Pelion Ventures V, L.P. ("PV V").

16. Pelion Venture Partners V, L.L.C. ("PVP V") is the General Partner of PV V and PV V-A, but disclaims beneficial ownership of the securities held of record by PV V and PV V-A except to the extent of its pecuniary interest therein. Blake Modersitzki is the Managing Member of PVP V. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V, PV V-A and PVP V, but disclaims beneficial ownership of the securities held by of record by PV V, PV V-A and PVP V except to the extent of his individual pecuniary interest therein.

17. Represents in-kind distribution by PV V-A without consideration to its partners (including PVP V).

18. The shares are held of record by Pelion Ventures V-A, L.P. ("PV V-A").

19. Represents in-kind distribution by PV V FIF without consideration to its partners (including PV V FIGP).

20. The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. ("PV V FIF").

21. Pelion Ventures V Financial Institutions GP, L.L.C. ("PV V FIGP") is the General Partner of PV V FIF, but disclaims beneficial ownership of the securities held of record by PV V FIF except to the extent of its pecuniary interest therein. 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 and PV V FIGP, but disclaims beneficial ownership of the securities held of record by PV V FIF and PV V FIGP except to the extent of his individual pecuniary interest therein.

22. The shares are held of record by PVP V.

23. The shares are held of record by PV V FIGP.

24. Represents in-kind distribution by PVP V without consideration to its members.

25. Represents in-kind distribution by PV V FIGP without consideration to its members.

26. The shares are held of record by Blake G. Modersitzki.

27. 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.

28. 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.

29. 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.

30. 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:

This report is one of two reports, each on a separate Form 4, but relating to the same transactions being filed by entities affiliated with Pelion Ventures and their applicable members.

	UV Partners IV, L.P.: by UV Partners IV GP, L.L.C., its General Partner, /s/ Blake G. Modersitzki, Managing Member	06/10/2020
	UV Partners IV-A, L.P. /s/ Blake Modersitzki, Manging Director of the General Partner	06/10/2020
	UV Partners IV Financial Institutions Fund, L.P. /s/ Blake G. Modersitzki, Managing Member of the General Partner	06/10/2020
	UV Partners IV GP, L.L.C. /s/ Blake G. Modersitzki, Managing Member	06/10/2020
	UV Partners IV Financial Institutions GP, L.L.C. /s/ Blake G. Modersitzki, Managing Member	06/10/2020
	Pelion Ventures V, L.P. /s/ Blake G. Modersitzki, Managing Member of the General Partner	06/10/2020
	Pelion Ventures V -A, L.P. /s/ Blake G. Modersitzki, Managing Member of the General Partner	06/10/2020
	Pelion Ventures V Financial Institutions Fund, L.P. /s/ Blake G. Modersitzki, Managing Member of the General Partner	06/10/2020
	Pelion Venture Partners V, L.L.C. /s/ Blake G. Modersitzki, Managing Member	06/10/2020
	/s/ Blake G. Modersitzki	06/10/2020
	** 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.

Pelion Ventures V-A Form 4Cloudflare / Blake G Modersitzki ownership change