Zatlyn Michelle's Form 4/A amendment
AmendedCloudflare, Inc.NET · filed Feb 24, 2022
- Accession no.
- 0000899243-22-007558
- Filed
- Feb 24, 2022
- Trade date
- Feb 18-22, 2022
- Filing delay
- 6 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Feb 23, 2022
This filing lists 2 non-derivative transactions and 3 derivative transactions. It carries over 12 transactions from the original filing that it did not restate. Open-market sales total $3.19M. It was filed 6 days after the trade.
This amendment restates part of 0000899243-22-007528 (filed Feb 23, 2022). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Zatlyn MichelleCIK 0001786951 | Director, Officer (President and COO) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 18, 2022 | Class A Common Stock | CConversionDisposed | −22,222 | $0.00 | $0 | 1,592,949 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | CConversionDisposed | −27,775 | $0.00 | $0 | 3,771,763 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | CConversionDisposed | −5,555 | $0.00 | $0 | 1,587,394 | Indirect |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0000899243-22-007528 (filed Feb 23, 2022).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 22, 2022 | Class A Common Stock | CConversionAcquired | +27,775 | –F1 | – | 27,775 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | SSaleDisposed | −7,683 | $94.34F5 | −$724,814.22 | 20,092 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | SSaleDisposed | −8,080 | $95.13F6 | −$768,650.4 | 12,012 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | SSaleDisposed | −5,513 | $96.06F7 | −$529,578.78 | 6,499 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | SSaleDisposed | −4,194 | $97.12F8 | −$407,321.28 | 2,305 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | SSaleDisposed | −2,305 | $97.89F9 | −$225,636.45 | 0 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | CConversionAcquired | +5,555 | –F1 | – | 5,555 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | SSaleDisposed | −1,535 | $94.34F5 | −$144,811.9 | 4,020 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | SSaleDisposed | −1,620 | $95.13F6 | −$154,110.6 | 2,400 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | SSaleDisposed | −1,096 | $96.06F7 | −$105,281.76 | 1,304 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | SSaleDisposed | −849 | $97.13F8 | −$82,463.37 | 455 | Indirect | |
| Feb 22, 2022 | Class A Common Stock | SSaleDisposed | −455 | $97.89F9 | −$44,539.95 | 0 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- 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.
Referenced by the price of 2 transactions in Table I.
- F5
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.66 to $94.65, 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 (5) through (9) and (12) through (17) to this Form 4.
Referenced by the price of 2 transactions in Table I.
- F6
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.66 to $95.61, inclusive.
Referenced by the price of 2 transactions in Table I.
- F7
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.67 to $96.57, inclusive.
Referenced by the price of 2 transactions in Table I.
- F8
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.70 to $97.695, inclusive.
Referenced by the price of 2 transactions in Table I.
- F9
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.70 to $98.45, inclusive.
Referenced by the price of 2 transactions in Table I.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 2 transactions in Table I.
- F2
The shares are held of record by The Sutherland/Zatlyn Irrevocable Remainder Trust dated December 15, 2017, for which the reporting person serves as co-trustee (the "Irrevocable Trust").
- F3
The reported transaction represents a conversion of Class B Common Stock to Class A Common Stock on a one-to-one basis, followed by a distribution of such shares of Class A Common Stock from the Irrevocable Trust to beneficiaries of such trust.
- F4
The shares are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee.
Remarks
This amendment on Form 4 is filed to correct the indirect ownership in Rows 1 and 2 of Table I and Row 1 of Table II from The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust") to The Sutherland/Zatlyn Irrevocable Remainder Trust dated December 15, 2017, for which the reporting person serves as co-trustee (the "Irrevocable Trust"). In Column 9 of Rows 1, 2 and 3 of Table II, the amount of shares beneficially owned has been revised to reflect the change in Row 1 of Table II above. In addition, the last sentence of footnote 5 of the prior Form 4 should be revised as follows: 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 (5) through (9) to this Form 4.