Pelion Ventures V, L.P. 4

Accession 0000899243-19-023972

CIK 0001477333other

View on SEC.gov Company Profile

Filed

Sep 18, 8:00 PM ET

Accepted

Sep 19, 8:20 PM ET

Size

65.3 KB

Accession

0000899243-19-023972

Insider Transaction Report

Form 4

Period: 2019-09-17

Cloudflare, Inc.NET

Pelion Ventures V, L.P.

10% Owner

Transactions

Conversion
Class A Common Stock
2019-09-17+252,550→ 252,550 total(indirect: See footnote)
Conversion
Series C Convertible Preferred Stock
2019-09-17−671,200→ 0 total(indirect: See footnote)
→ Class B Common Stock (671,200 underlying)
Conversion
Series A Convertible Preferred Stock
2019-09-17−80,016→ 0 total(indirect: See footnote)
→ Class B Common Stock (80,016 underlying)
Conversion
Series D Convertible Preferred Stock
2019-09-17−211,603→ 0 total(indirect: See footnote)
→ Class A Common Stock (211,603 underlying)
Conversion
Class B Common Stock
2019-09-17+642,386→ 719,071 total(indirect: See footnote)
→ Class A Common Stock (642,386 underlying)
Conversion
Class A Common Stock
2019-09-17+211,603→ 211,603 total(indirect: See footnote)
Conversion
Series A Convertible Preferred Stock
2019-09-17−314,480→ 0 total(indirect: See footnote)
→ Class B Common Stock (314,480 underlying)
Conversion
Series D Convertible Preferred Stock
2019-09-17−831,641→ 0 total(indirect: See footnote)
→ Class A Common Stock (831,641 underlying)
Purchase
Class B Common Stock
2019-09-17$15.00/sh+641,800$9,627,000→ 3,467,897 total(indirect: See footnote)
→ Class A Common Stock (641,800 underlying)
Conversion
Series A Convertible Preferred Stock
2019-09-17−95,500→ 0 total(indirect: See footnote)
→ Class B Common Stock (95,500 underlying)
Conversion
Series D Convertible Preferred Stock
2019-09-17−252,550→ 0 total(indirect: See footnote)
→ Class A Common Stock (252,550 underlying)
Conversion
Class B Common Stock
2019-09-17+766,700→ 858,224 total(indirect: See footnote)
→ Class A Common Stock (766,700 underlying)
Purchase
Class B Common Stock
2019-09-17$15.00/sh+194,900$2,923,500→ 1,053,124 total(indirect: See footnote)
→ Class A Common Stock (194,900 underlying)
Conversion
Class A Common Stock
2019-09-17+831,641→ 831,641 total(indirect: See footnote)
Conversion
Series C Convertible Preferred Stock
2019-09-17−2,210,230→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,210,230 underlying)
Conversion
Class B Common Stock
2019-09-17+2,524,710→ 2,826,097 total(indirect: See footnote)
→ Class A Common Stock (2,524,710 underlying)
Conversion
Series C Convertible Preferred Stock
2019-09-17−562,370→ 0 total(indirect: See footnote)
→ Class B Common Stock (562,370 underlying)
Purchase
Class B Common Stock
2019-09-17$15.00/sh+163,300$2,449,500→ 882,371 total(indirect: See footnote)
→ Class A Common Stock (163,300 underlying)

Holdings

Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (34,051 underlying)
34,051
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (497,996 underlying)
497,996

Footnotes (9)

[F1]Each share of Series D Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
[F2]The shares are held of record by Pelion Ventures V, L.P. (PV V). Pelion Venture Partners V, L.L.C. (PVP V) is the General Partner of PV V, and Blake Modersitzki is the Manager Member of PVP V. Carl Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP V. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V, but disclaims beneficial ownership of the securities held of record by PV V except to the extent of his individual pecuniary interest therein.
[F3]The shares are held of record by Pelion Ventures V-A, L.P. (PV V-A). PVP V is the General Partner of PV V-A, and Blake Modersitzki is the Manager Member of PVP V. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP V. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V-A, but disclaims beneficial ownership of the securities held of record by PV V-A except to the extent of his individual pecuniary interest therein.
[F4]The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. (PV V Financial). Pelion Ventures V Financial Institutions GP, L.L.C. (PV V Financial GP) is the General Partner of PV V Financial and Blake Modersitzki is the Manager Member of PV V Financial GP. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an advisor to an affiliate of PV V Financial GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V Financial, but disclaims beneficial ownership of the securities held of record by PV V Financial except to the extent of his individual pecuniary interest therein.
[F5]Each share of Series A Convertible Preferred Stock automatically converted into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
[F6]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.
[F7]Each share of Series C Convertible Preferred Stock automatically converted into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
[F8]The shares are held of record by Pelion Ventures VI, L.P. (PV VI). Pelion Venture Partners VI, L.L.C. (PVP VI) is the General Partner of PV VI, and Blake Modersitzki is the Manager Member of PVP VI. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP VI. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV VI, but disclaims beneficial ownership of the securities held of record by PV VI except to the extent of his individual pecuniary interest therein.
[F9]The shares are held of record by Pelion Ventures VI-A, L.P. (PV VI-A). PVP VI is the General Partner of PV VI-A, and Blake Modersitzki is the Manager Member of PVP VI. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP VI . Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV VI-A, but disclaims beneficial ownership of the securities held of record by PV VI-A except to the extent of his individual pecuniary interest therein.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Cloudflare, Inc.

CIK 0001477333

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001525593

Filing Metadata

Form type: 4
Filed: Sep 18, 8:00 PM ET
Accepted: Sep 19, 8:20 PM ET
Size: 65.3 KB

View on SEC.gov