Form 4 for NET Cloudflare, Inc.
Accepted 2024-02-20 00:00:00 ET · period of report 2024-02-15 · accession 0000950170-24-017444 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMTI | 2024-02-20 | 2024-02-15+ | NET | Zatlyn Michelle | Pres, COO, Dir | S - Sale | $100.27 | -461.5K | 0 | -100% | -$46.28M |
| DMTI | 2024-02-20 | 2024-02-15+ | NET | Zatlyn Michelle | Pres, COO, Dir | C - Cnv Deriv | — | +503.8K | 260.4K | New | — |
| DTI | 2024-02-20 | 2024-02-15 | NET | Zatlyn Michelle | Pres, COO, Dir | G - Gift | $0.00 | -42.2K | 0 | -100% | $0 |
| DT | 2024-02-20 | 2024-02-15 | NET | Zatlyn Michelle | Pres, COO, Dir | F - Tax | $101.22 | -9,740 | 230.6K | -4% | -$985.9K |
| DMT | 2024-02-20 | 2024-02-15+ | NET | Zatlyn Michelle | Pres, COO, Dir | C - Cnv Deriv | $0.00 | -369.2K | 0 | -100% | $0 |
| DMTI | 2024-02-20 | 2024-02-15+ | NET | Zatlyn Michelle | Pres, COO, Dir | C - Cnv Deriv | $0.00 | -134.5K | 1.34M | -9% | $0 |
| DMT | 2024-02-20 | 2024-02-15+ | NET | Zatlyn Michelle | Pres, COO, Dir | M - OptEx | $0.00 | 0 | 126.8K | New | $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 | 2024-02-15 | S | D | 54,720 | $99.99 | 205,726 | 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 $99.43 to $100.42, 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 (6) through (10) and (12) through (17) to this Form 4. (F4) The shares are held of record by the Revocable Trust. |
| 2 | Common | Class A Common Stock | 2024-02-15 | S | D | 96,446 | $100.88 | 109,280 | 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 $100.43 to $101.425, inclusive. (F4) The shares are held of record by the Revocable Trust. |
| 3 | Common | Class A Common Stock | 2024-02-15 | S | D | 39,271 | $101.70 | 70,009 | 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 $101.43 to $102.29, inclusive. (F4) The shares are held of record by the Revocable Trust. |
| 4 | Common | Class A Common Stock | 2024-02-15 | S | D | 24,536 | $103.33 | 45,473 | 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 $102.84 to $103.815, inclusive. (F4) The shares are held of record by the Revocable Trust. |
| 5 | Common | Class A Common Stock | 2024-02-15 | S | D | 6,928 | $104.03 | 38,545 | 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 $103.84 to $104.36, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 6 | Common | Class A Common Stock | 2024-02-15 | C | A | 97,714 | — | 97,714 | I See footnote | — | — | (F3) 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. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 7 | Common | Class A Common Stock | 2024-02-15 | S | D | 13,730 | $99.99 | 83,984 | 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 $99.43 to $100.42, 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 (6) through (10) and (12) through (17) to this Form 4. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 8 | Common | Class A Common Stock | 2024-02-15 | S | D | 24,130 | $100.88 | 59,854 | 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 $100.43 to $101.425, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 9 | Common | Class A Common Stock | 2024-02-15 | S | D | 9,775 | $101.70 | 50,079 | 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 $101.43 to $102.29, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 10 | Common | Class A Common Stock | 2024-02-15 | S | D | 6,114 | $103.33 | 43,965 | 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 $102.84 to $103.815, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 11 | Common | Class A Common Stock | 2024-02-15 | S | D | 1,726 | $104.03 | 42,239 | 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 $103.84 to $104.36, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 12 | Common | Class A Common Stock | 2024-02-15 | G | D | 42,239 | $0.00 | 0 | I See footnote | — | — | (F4) The shares are held of record by the Revocable Trust. |
| 13 | Common | Class A Common Stock | 2024-02-16 | C | A | 126,819 | — | 165,364 | I See footnote | — | — | (F3) 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. (F4) The shares are held of record by the Revocable Trust. |
| 14 | Common | Class A Common Stock | 2024-02-16 | S | D | 57,316 | $98.46 | 108,048 | 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 $97.86 to $98.85, inclusive. (F4) The shares are held of record by the Revocable Trust. |
| 15 | Common | Class A Common Stock | 2024-02-16 | S | D | 38,638 | $99.34 | 69,410 | 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 $98.86 to $99.855, inclusive. (F4) The shares are held of record by the Revocable Trust. |
| 16 | Common | Class A Common Stock | 2024-02-16 | S | D | 12,827 | $100.55 | 56,583 | I See footnote | — | — | (F14) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.86 to $100.85, inclusive. (F4) The shares are held of record by the Revocable Trust. |
| 17 | Common | Class A Common Stock | 2024-02-16 | S | D | 18,038 | $101.13 | 38,545 | I See footnote | — | — | (F15) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.86 to $101.665, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 18 | Common | Class A Common Stock | 2024-02-16 | C | A | 31,705 | — | 31,705 | I See footnote | — | — | (F3) 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. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 19 | Common | Class A Common Stock | 2024-02-16 | S | D | 14,375 | $98.46 | 17,330 | 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 $97.86 to $98.85, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 20 | Common | Class A Common Stock | 2024-02-16 | S | D | 9,641 | $99.34 | 7,689 | 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 $98.86 to $99.855, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 21 | Common | Class A Common Stock | 2024-02-16 | S | D | 3,191 | $100.55 | 4,498 | I See footnote | — | — | (F14) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.86 to $100.85, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 22 | Common | Class A Common Stock | 2024-02-16 | S | D | 4,498 | $101.14 | 0 | I See footnote | — | — | (F15) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.86 to $101.665, inclusive. (F4) The shares are held of record by the Revocable Trust. |
| 23 | Common | Class A Common Stock | 2024-02-20 | C | A | 20,512 | — | 59,057 | I See footnote | — | — | (F3) 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. (F4) The shares are held of record by the Revocable Trust. |
| 24 | Common | Class A Common Stock | 2024-02-20 | S | D | 12,624 | $96.02 | 46,433 | I See footnote | — | — | (F16) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.49 to $96.48, inclusive. (F4) The shares are held of record by the Revocable Trust. |
| 25 | Common | Class A Common Stock | 2024-02-20 | S | D | 7,888 | $96.79 | 38,545 | I See footnote | — | — | (F17) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.49 to $97.30, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 26 | Common | Class A Common Stock | 2024-02-20 | C | A | 5,128 | — | 5,128 | I See footnote | — | — | (F3) 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. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 27 | Common | Class A Common Stock | 2024-02-20 | S | D | 3,175 | $96.02 | 1,953 | I See footnote | — | — | (F16) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.49 to $96.48, inclusive. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. |
| 28 | Common | Class A Common Stock | 2024-02-20 | S | D | 1,953 | $96.79 | 0 | I | — | — | (F17) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.49 to $97.30, inclusive. |
| 29 | Common | Class A Common Stock | 2024-02-15 | F | D | 9,740 | $101.22 | 230,612 | D See footnote | — | — | (F2) The 9,478 shares issuable upon vesting and settlement of the RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust"). (F4) The shares are held of record by the Revocable Trust. |
| 30 | Common | Class A Common Stock | 2024-02-15 | C | A | 221,901 | — | 260,446 | I See footnote | — | — | (F3) 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. (F4) The shares are held of record by the Revocable Trust. |
| 31 | Derivative | Class B Common Stock | 2024-02-20 | C | D | 20,512 | $0.00 | 0 | D | — · — to — | 20,512 Class A Common Stock | (F19) Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust. (F3) 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. |
| 32 | Derivative | Class B Common Stock | 2024-02-20 | C | D | 5,128 | $0.00 | 1,334,045 | I | — · — to — | 5,128 Class A Common Stock | (F3) 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. |
| 33 | Derivative | Class B Common Stock | 2024-02-15 | M | A | 221,901 | $0.00 | 221,901 | D See footnote | — · — to — | 221,901 Class A Common Stock | (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. (F3) 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. |
| 34 | Derivative | Employee Stock Option (right to buy) | 2024-02-15 | M | D | 221,901 | $0.00 | 3,347,319 | D See footnote | $2.04 · — to 2027-08-07 | 221,901 Class B Common Stock | (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. (F18) Shares subject to the option are fully vested and immediately exercisable. |
| 35 | Derivative | Class B Common Stock | 2024-02-20 | M | A | 20,512 | $0.00 | 20,512 | D | — · — to — | 20,512 Class A Common Stock | (F3) 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. |
| 36 | Derivative | Employee Stock Option (right to buy) | 2024-02-20 | M | D | 20,512 | $0.00 | 3,199,988 | D | $2.04 · — to 2027-08-07 | 20,512 Class B Common Stock | (F18) Shares subject to the option are fully vested and immediately exercisable. |
| 37 | Derivative | Class B Common Stock | 2024-02-15 | C | D | 97,714 | $0.00 | 1,370,878 | I | — · — to — | 97,714 Class A Common Stock | (F3) 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. |
| 38 | Derivative | Class B Common Stock | 2024-02-15 | C | D | 221,901 | $0.00 | 0 | D See footnote | — · — to — | 221,901 Class A Common Stock | (F19) Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust. (F11) The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. (F3) 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. |
| 39 | Derivative | Employee Stock Option (right to buy) | 2024-02-16 | M | D | 126,819 | $0.00 | 3,220,500 | D | $2.04 · — to 2027-08-07 | 126,819 Class B Common Stock | (F18) Shares subject to the option are fully vested and immediately exercisable. |
| 40 | Derivative | Class B Common Stock | 2024-02-16 | C | D | 31,705 | $0.00 | 1,339,173 | I | — · — to — | 31,705 Class A Common Stock | (F3) 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. |
| 41 | Derivative | Class B Common Stock | 2024-02-16 | C | D | 126,819 | $0.00 | 0 | D | — · — to — | 126,819 Class A Common Stock | (F19) Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust. (F3) 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. |
| 42 | Derivative | Class B Common Stock | 2024-02-16 | M | A | 126,819 | $0.00 | 126,819 | D | — · — to — | 126,819 Class A Common Stock | (F3) 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. |