Form 4 for NET Cloudflare, Inc.

Accepted 2023-10-19 00:00:00 ET · period of report 2023-07-18 · accession 0001209191-23-053213 · 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	2023-10-19	2023-07-18	NET	Riley Janel	CAO	A - Grant	$0.00	+121.0K	121.0K	New	$0
D	2023-10-19	2023-08-07	NET	Riley Janel	CAO	A - Grant	$0.00	+100.0K	100.0K	New	$0

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2023-07-18	A	A	120,955	$0.00	120,955	D	—	—	(F1) The reported shares are represented by restricted stock units, or RSUs, which vest as follows: 1.563% of the total RSUs vest quarterly over three quarters commencing on August 15, 2023, 25.00% of the total RSUs vest on May 15, 2024, and 5.86% of the total RSUs vest quarterly thereafter until May 15, 2027.
2	Derivative	Performance Stock Option (right to buy)	2023-08-07	A	A	100,000	$0.00	100,000	D	$67.79 · — to 2033-08-06	100,000 Class A Common Stock	(F2) The shares subject to the Performance Stock Option ("PSO") are comprised of nine separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $72.00 to $579.00 (the "2023 Stock Price Goals") at any time between August 7, 2023 and August 6, 2033. Upon satisfaction of a 2023 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 2023 Stock Price Goal for such tranche. The PSO 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.