Form 4 for NET Cloudflare, Inc.
Accepted 2023-09-07 00:00:00 ET · period of report 2023-09-05 · accession 0000899243-23-018673 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-09-07 | 2023-09-05+ | NET | Prince Matthew | CEO, COB of the Board, Dir, 10% | S - Sale | $63.80 | -157.2K | 48.5K | -76% | -$10.03M |
| DMI | 2023-09-07 | 2023-09-05+ | NET | Prince Matthew | CEO, COB of the Board, Dir, 10% | C - Cnv Deriv | — | +157.2K | 63.1K | New | — |
| DMI | 2023-09-07 | 2023-09-05+ | NET | Prince Matthew | CEO, COB of the Board, Dir, 10% | C - Cnv Deriv | $0.00 | -157.2K | 12.61M | -1% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-09-07 | S | D | 22,528 | $63.24 | 25,982 | I See footnote | — | — | (F12) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.70 to $63.69, inclusive. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 2 | Common | Class A Common Stock | 2023-09-07 | S | D | 15,259 | $63.82 | 10,723 | I See footnote | — | — | (F13) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.70 to $63.97, inclusive. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 3 | Common | Class A Common Stock | 2023-09-07 | S | D | 6,500 | $61.42 | 56,607 | I See footnote | — | — | (F10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.70 to $61.69, inclusive. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 4 | Common | Class A Common Stock | 2023-09-07 | C | A | 52,384 | — | 63,107 | I See footnote | — | — | (F1) 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. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 5 | Common | Class A Common Stock | 2023-09-05 | C | A | 52,384 | — | 63,107 | I See footnote | — | — | (F1) 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. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 6 | Common | Class A Common Stock | 2023-09-05 | S | D | 9,979 | $63.64 | 53,128 | I See footnote | — | — | (F4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.08 to $64.075, 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 ranges set forth in footnotes (4) through (13) to this Form 4. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 7 | Common | Class A Common Stock | 2023-09-05 | S | D | 33,131 | $64.43 | 19,997 | I See footnote | — | — | (F5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.08 to $65.07, inclusive. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 8 | Common | Class A Common Stock | 2023-09-05 | S | D | 9,274 | $65.18 | 10,723 | I See footnote | — | — | (F6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.08 to $65.37, inclusive. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 9 | Common | Class A Common Stock | 2023-09-06 | C | A | 52,384 | — | 63,107 | I See footnote | — | — | (F1) 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. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 10 | Common | Class A Common Stock | 2023-09-06 | S | D | 31,625 | $63.72 | 31,482 | I See footnote | — | — | (F7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.04 to $64.035, inclusive. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 11 | Common | Class A Common Stock | 2023-09-06 | S | D | 18,359 | $64.28 | 13,123 | I See footnote | — | — | (F8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.04 to $65.03, inclusive. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 12 | Common | Class A Common Stock | 2023-09-06 | S | D | 2,400 | $65.14 | 10,723 | I See footnote | — | — | (F9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.04 to $65.26, inclusive. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 13 | Common | Class A Common Stock | 2023-09-07 | S | D | 8,097 | $62.15 | 48,510 | I See footnote | — | — | (F11) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.70 to $62.68, inclusive. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). |
| 14 | Derivative | Class B Common Stock | 2023-09-07 | C | D | 52,384 | $0.00 | 12,558,240 | I See footnote | — · — to — | 52,384 Class A Common Stock | (F14) Of the reported shares, 83,334 vest on September 13, 2023. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). (F1) 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. |
| 15 | Derivative | Class B Common Stock | 2023-09-05 | C | D | 52,384 | $0.00 | 12,663,008 | I See footnote | — · — to — | 52,384 Class A Common Stock | (F15) Includes 377,772 shares previously reported as held directly by The Matthew Prince 2021 Grantor Retained Annuity Trust #2 UA 8/13/2021, for which the reporting person serves as co-trustee and investment advisor (the "2021 Annuity Trust #2") and 3,534,200 shares previously reported as held directly by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the reporting person serves as co-trustee and investment advisor (the "2022 Annuity Trust") which were re-registered on August 22, 2023 and are now held directly by the Revocable Trust. (F14) Of the reported shares, 83,334 vest on September 13, 2023. (F16) Excludes 3,900,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 22, 2023 and are now held directly 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 (the "2023 Annuity Trust #2"). (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). (F1) 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. |
| 16 | Derivative | Class B Common Stock | 2023-09-06 | C | D | 52,384 | $0.00 | 12,610,624 | I See footnote | — · — to — | 52,384 Class A Common Stock | (F14) Of the reported shares, 83,334 vest on September 13, 2023. (F2) The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). (F1) 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. |