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*
SANDELL SCOTT D

(Last) (First) (Middle)
1954 GREENSPRING DRIVE
SUITE 600

(Street)
TIMONIUM MD 21093

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2020
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 11/11/2020 C(1) 13,161,963 A (2) 15,925,546 I See Note 3(3)
Class A Common Stock 11/11/2020 J(4) 13,161,963 D $0.00 2,763,583 I See Note 3(3)
Class A Common Stock 11/11/2020 J(5) 4,040,723 A $0.00 4,040,723 I See Note 6(6)
Class A Common Stock 11/11/2020 J(7) 4,040,723 D $0.00 0 I See Note 6(6)
Class A Common Stock 11/11/2020 J(8) 873,663 A $0.00 873,663 I See Note 9(9)
Class A Common Stock 11/11/2020 J(10) 108,339 A $0.00 325,010 I See Note 11(11)
Class A Common Stock 11/12/2020 S 11,884 D $65.0207(12) 861,779 I See Note 9(9)
Class A Common Stock 11/13/2020 S 73,796 D $63.9502(13) 787,983 I See Note 9(9)
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(2) (2) 11/11/2020 C 13,161,963 (2) (2) Class A Common Stock 13,161,963 $0.00 10,398,379 I See Note 3(3)
Explanation of Responses:
1. New Enterprise Associates 13, L.P. ("NEA 13") converted 13,161,963 shares of Class B Common Stock at its option, pursuant to the Issuer's Amended and Restated Certificate of Incorporation, resulting in its acquisition of 13,161,963 shares of Class A Common Stock.
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 NEA 13's election and has no expiration date.
3. The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest.
4. NEA 13 made a pro rata distribution for no consideration of an aggregate of 13,161,963 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on November 11, 2020.
5. NEA Partners 13 received 4,040,723 shares of Class A Common Stock of the Issuer in the distribution by NEA 13 on November 11, 2020.
6. The Reporting Person is a director of NEA 13 LTD, which is the sole general partner of NEA Partners 13, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA Partners 13 shares in which the Reporting Person has no pecuniary interest.
7. NEA Partners 13 made a pro rata distribution for no consideration of an aggregate of 4,040,723 shares of Class A Common Stock of the Issuer to its limited partners on November 11, 2020.
8. New Enterprise Associates, LLC ("NEA LLC") received 873,663 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 13 on November 11, 2020.
9. The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.
10. The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 108,339 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 13 on November 11, 2020.
11. The Reporting Person is the trustee of the Blue Mountain Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, of such portion of the shares of Class A Common Stock of the Issuer held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.0075 to $65.0517, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (12) to this Form 4.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.4000 to $64.0687, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (13) to this Form 4.
Remarks:
/s/ Sasha Keough, attorney-in-fact 11/13/2020
** 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).
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