Form 4 for NET Cloudflare, Inc.
Accepted 2022-02-16 00:00:00 ET · period of report 2022-02-14 · accession 0001209191-22-010338 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-02-16 | 2022-02-15 | NET | Kramer Douglas James | GC | C - Cnv Deriv | — | +9,137 | 64.8K | +16% | — |
| D | 2022-02-16 | 2022-02-15 | NET | Kramer Douglas James | GC | C - Cnv Deriv | $0.00 | -9,137 | 130.7K | -7% | $0 |
| D | 2022-02-16 | 2022-02-15 | NET | Kramer Douglas James | GC | F - Tax | $115.35 | -6,488 | 139.8K | -4% | -$748.4K |
| DM | 2022-02-16 | 2022-02-15 | NET | Kramer Douglas James | GC | M - OptEx | $0.00 | 0 | 25.0K | New | $0 |
| D | 2022-02-16 | 2022-02-14 | NET | Kramer Douglas James | GC | A - Grant | $0.00 | +330.0K | 330.0K | 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 | 2022-02-15 | C | A | 9,137 | — | 64,781 | D | — | — | (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. |
| 2 | Derivative | Class B Common Stock | 2022-02-15 | C | D | 9,137 | $0.00 | 130,675 | D | — · — to — | 9,137 Class A Common Stock | (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. |
| 3 | Derivative | Class B Common Stock | 2022-02-15 | F | D | 6,488 | $115.35 | 139,812 | D | — · — to — | 6,488 Class A Common Stock | (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. |
| 4 | Derivative | Class B Common Stock | 2022-02-15 | M | A | 15,625 | $0.00 | 146,300 | D | — · — to — | 15,625 Class A Common Stock | (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. |
| 5 | Derivative | Restricted Stock Units | 2022-02-15 | M | D | 9,375 | $0.00 | 56,250 | D | — · — to — | 9,375 Class B Common Stock | (F4) Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class B Common Stock. (F6) The RSUs vest in 16 equal quarterly installments following August 15, 2019. |
| 6 | Derivative | Restricted Stock Units | 2022-02-15 | M | D | 6,250 | $0.00 | 25,000 | D | — · — to — | 6,250 Class B Common Stock | (F4) Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class B Common Stock. (F5) The RSUs vest in 16 equal quarterly installments following February 15, 2019. |
| 7 | Derivative | Performance Stock Option (right to buy) | 2022-02-14 | A | A | 330,000 | $0.00 | 330,000 | D | $105.56 · — to 2032-02-13 | 330,000 Class A Common Stock | (F2) The shares subject to the Performance Stock Option are comprised of eight separate tranches that become eligible to vest upon achievement of certain stock price targets (the "Stock Price Goals") at any time within ten years of February 14, 2022. The Stock Price Goals, the percentage of total shares subject to the grant included in each tranche, and the terms of achievement are substantially the same as those terms that apply to the performance stock options granted on December 22, 2021 to Mr. Prince and Ms. Zatlyn, as described in Item 8.01 of the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on December 27, 2021. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. (F3) In addition, the Performance Stock Option is subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer. |