Zatlyn Michelle's Form 4/A amendment
AmendedCloudflare, Inc.NET · filed Mar 4, 2024
- Accession no.
- 0001415889-24-006431
- Filed
- Mar 4, 2024
- Trade date
- Feb 15, 2024
- Filing delay
- 18 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Feb 15, 2024
This filing lists 1 non-derivative transaction. It carries over 41 transactions from the original filing that it did not restate. Open-market sales total $46.3M. It was filed 18 days after the trade.
This amendment restates part of 0000950170-24-017444 (filed Feb 20, 2024). 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.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 15, 2024 | Class A Common Stock | GGiftDisposed | −22,624 | $0.00 | $0 | 19,615 | 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 0000950170-24-017444 (filed Feb 20, 2024).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 15, 2024 | Class A Common Stock | FTax withholdingDisposed | −9,740 | $101.22 | −$985,882.8 | 230,612 | Direct | |
| Feb 15, 2024 | Class A Common Stock | CConversionAcquired | +221,901 | –F3 | – | 260,446 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | SSaleDisposed | −54,720 | $99.99F6 | −$5,471,452.8 | 205,726 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | SSaleDisposed | −96,446 | $100.88F7 | −$9,729,472.48 | 109,280 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | SSaleDisposed | −39,271 | $101.70F8 | −$3,993,860.7 | 70,009 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | SSaleDisposed | −24,536 | $103.33F9 | −$2,535,304.88 | 45,473 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | SSaleDisposed | −6,928 | $104.03F10 | −$720,719.84 | 38,545 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | CConversionAcquired | +97,714 | –F3 | – | 97,714 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | SSaleDisposed | −13,730 | $99.99F6 | −$1,372,862.7 | 83,984 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | SSaleDisposed | −24,130 | $100.88F7 | −$2,434,234.4 | 59,854 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | SSaleDisposed | −9,775 | $101.70F8 | −$994,117.5 | 50,079 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | SSaleDisposed | −6,114 | $103.33F9 | −$631,759.62 | 43,965 | Indirect | |
| Feb 15, 2024 | Class A Common Stock | SSaleDisposed | −1,726 | $104.03F10 | −$179,555.78 | 42,239 | Indirect | |
| Feb 16, 2024 | Class A Common Stock | CConversionAcquired | +126,819 | –F3 | – | 165,364 | Indirect | |
| Feb 16, 2024 | Class A Common Stock | SSaleDisposed | −57,316 | $98.46F12 | −$5,643,333.36 | 108,048 | Indirect | |
| Feb 16, 2024 | Class A Common Stock | SSaleDisposed | −38,638 | $99.34F13 | −$3,838,298.92 | 69,410 | Indirect | |
| Feb 16, 2024 | Class A Common Stock | SSaleDisposed | −12,827 | $100.55F14 | −$1,289,754.85 | 56,583 | Indirect | |
| Feb 16, 2024 | Class A Common Stock | SSaleDisposed | −18,038 | $101.13F15 | −$1,824,182.94 | 38,545 | Indirect | |
| Feb 16, 2024 | Class A Common Stock | CConversionAcquired | +31,705 | –F3 | – | 31,705 | Indirect | |
| Feb 16, 2024 | Class A Common Stock | SSaleDisposed | −14,375 | $98.46F12 | −$1,415,362.5 | 17,330 | Indirect | |
| Feb 16, 2024 | Class A Common Stock | SSaleDisposed | −9,641 | $99.34F13 | −$957,736.94 | 7,689 | Indirect | |
| Feb 16, 2024 | Class A Common Stock | SSaleDisposed | −3,191 | $100.55F14 | −$320,855.05 | 4,498 | Indirect | |
| Feb 16, 2024 | Class A Common Stock | SSaleDisposed | −4,498 | $101.14F15 | −$454,927.72 | 0 | Indirect | |
| Feb 20, 2024 | Class A Common Stock | CConversionAcquired | +20,512 | –F3 | – | 59,057 | Indirect | |
| Feb 20, 2024 | Class A Common Stock | SSaleDisposed | −12,624 | $96.02F16 | −$1,212,156.48 | 46,433 | Indirect | |
| Feb 20, 2024 | Class A Common Stock | SSaleDisposed | −7,888 | $96.79F17 | −$763,479.52 | 38,545 | Indirect | |
| Feb 20, 2024 | Class A Common Stock | CConversionAcquired | +5,128 | –F3 | – | 5,128 | Indirect | |
| Feb 20, 2024 | Class A Common Stock | SSaleDisposed | −3,175 | $96.02F16 | −$304,863.5 | 1,953 | Indirect | |
| Feb 20, 2024 | Class A Common Stock | SSaleDisposed | −1,953 | $96.79F17 | −$189,030.87 | 0 | Indirect |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 15, 2024 | Class B Common Stock | MOption exerciseDisposed | −221,901 | $0.00 | $0 | 3,347,319 | Direct | |
| Feb 15, 2024 | Class A Common Stock | MOption exerciseAcquired | +221,901 | $0.00 | $0 | 221,901 | Direct | |
| Feb 15, 2024 | Class A Common Stock | CConversionDisposed | −221,901 | $0.00 | $0 | 0 | Direct | |
| Feb 15, 2024 | Class A Common Stock | CConversionDisposed | −97,714 | $0.00 | $0 | 1,370,878 | Indirect | |
| Feb 16, 2024 | Class B Common Stock | MOption exerciseDisposed | −126,819 | $0.00 | $0 | 3,220,500 | Direct | |
| Feb 16, 2024 | Class A Common Stock | MOption exerciseAcquired | +126,819 | $0.00 | $0 | 126,819 | Direct | |
| Feb 16, 2024 | Class A Common Stock | CConversionDisposed | −126,819 | $0.00 | $0 | 0 | Direct | |
| Feb 16, 2024 | Class A Common Stock | CConversionDisposed | −31,705 | $0.00 | $0 | 1,339,173 | Indirect | |
| Feb 20, 2024 | Class B Common Stock | MOption exerciseDisposed | −20,512 | $0.00 | $0 | 3,199,988 | Direct | |
| Feb 20, 2024 | Class A Common Stock | MOption exerciseAcquired | +20,512 | $0.00 | $0 | 20,512 | Direct | |
| Feb 20, 2024 | Class A Common Stock | CConversionDisposed | −20,512 | $0.00 | $0 | 0 | Direct | |
| Feb 20, 2024 | Class A Common Stock | CConversionDisposed | −5,128 | $0.00 | $0 | 1,334,045 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- 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.
Referenced by the price of 6 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 $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.
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 $100.43 to $101.425, 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 $101.43 to $102.29, 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 $102.84 to $103.815, inclusive.
Referenced by the price of 2 transactions in Table I.
- 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.
Referenced by the price of 2 transactions in Table I.
- 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.
Referenced by the price of 2 transactions in Table I.
- 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.
Referenced by the price of 2 transactions in Table I.
- 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.
Referenced by the price of 2 transactions in Table I.
- 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.
Referenced by the price of 2 transactions in Table I.
- 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.
Referenced by the price of 2 transactions in Table 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.
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
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 (the "SZ 2021 Irrevocable Trust").
Remarks
This amendment on Form 4 is filed to correct the amount of shares of Class A common stock gifted by the SZ 2021 Irrevocable Trust. The prior Form 4 reported this amount as 42,239 shares, resulting in an overstatement of 19,615 shares. As of the date of filing this Form 4/A with the Securities and Exchange Commission, the SZ 2021 Irrevocable Trust holds 19,615 shares of Class A common stock.