Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Prince Matthew (Last) (First) (Middle) C/O CLOUDFLARE, INC., 405 COMAL STREET (Street) AUSTIN TX 78702 (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 X 10% Owner X Officer (give title below) Other (specify below) CEO & Chair of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 11/25/2024
	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	11/25/2024		C		9,578	A	(1)	20,340	I	See footnote(2)
Class A Common Stock	11/25/2024		G		9,578	D	$0	10,762	I	See footnote(2)
Class A Common Stock								172,959	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
Class B Common Stock	(1)	11/25/2024		C			9,578	(1)	(1)	Class A Common Stock	9,578	$0	8,332,946	I	See footnote(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,928,408		6,928,408	I	See footnote(3)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,060,000		1,060,000	I	See footnote(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,054,420		2,054,420	I	See footnote(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,374,621		2,374,621	I	See footnote(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,000,000		4,000,000	I	See footnote(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,004,117		4,004,117	I	See footnote(8)

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 shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.

3. The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

4. The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

5. The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves as co-trustee and investment advisor.

6. The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor.

7. The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024, for which the reporting person serves as co-trustee and investment advisor.

8. The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024, for which the reporting person serves as co-trustee and investment advisor.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	11/26/2024
	** 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.
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