Sec Form 13G Filing - Prince Matthew filing for Cloudflare Inc. (NET) - 2023-02-10

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON:

  Matthew Prince

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  16,208,565⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  16,120,473⁽²⁾⁽³⁾

  SOLE DISPOSITIVE POWER

  16,208,565⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  16,120,473⁽²⁾⁽³⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  32,329,038^(1)(2)(3)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  10.2%^(2)(4)(5)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN    

Consists of 16,208,565 shares of Class B common stock held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which Matthew Prince (the “Reporting Person”) serves as trustee. Of the reported shares, 750,000 are subject to the Issuer’s repurchase right as of December 31, 2022.

Each share of Class B common stock is convertible at any time into one share of Class A common stock.

Consists of (i) 1,741,355 shares of Class B common stock held of record by The Matthew Prince 2021 Grantor Retained Annuity Trust #1 UA 5/25/2021, for which the Reporting Person serves as co-trustee and investment advisor; (ii) 377,772 shares of Class B common stock held of record by The Matthew Prince 2021 Grantor Retained Annuity Trust #2 UA 8/13/2021, for which the Reporting Person serves as co-trustee and investment advisor; (iii) 6,012,938 shares of Class B common stock held of record by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the Reporting Person serves as co-trustee and investment advisor; (iv) 6,928,408 shares of Class B common stock held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the Reporting Person serves as an investment advisor; and (v) 1,060,000 shares of Class B common stock held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the Reporting Person serves as an investment advisor.

Based on the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 284,682,114 shares of Class A common stock outstanding as of October 20, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed with the Securities and Exchange Commission on November 3, 2022 (the “Form 10-Q”) and (ii) 32,329,038 shares of Class B common stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B common stock beneficially owned by the Reporting Person as set forth in clause “(a)” of this footnote are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.

Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. There were 43,942,845 shares of Class B common stock outstanding as of October 20, 2022, as reported in the Form 10-Q, including the 32,329,038 shares of Class B common stock beneficially owned by the Reporting Person as set forth in footnotes (1) and (3) above. The percentage reported does not reflect the ten for one voting power of the Class B common stock because these shares are treated as converted into Class A common stock for the purpose of this report.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Names of Person Filing:

Address or principal business office or, if none, residence:

Citizenship:

Title and Class of Securities:

CUSIP No.:

Amount beneficially owned: 32,329,038

Percent of class: 10.2

Number of shares as to which the person has:

Sole power to direct the vote: 16,208,565⁽¹⁾⁽²⁾

Shared power to direct the vote: 16,120,473⁽²⁾⁽³⁾

Sole power to dispose or to direct the disposition of: 16,208,565⁽¹⁾⁽²⁾

Shared power to dispose or to direct the disposition of: 16,120,473⁽²⁾⁽³⁾

Consists of 16,208,565 shares of Class B common stock held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the Reporting Person serves as trustee. Of the reported shares, 750,000 are subject to the Issuer’s repurchase right as of December 31, 2022.

Each share of Class B common stock is convertible at any time into one share of Class A common stock.

Consists of (i) 1,741,355 shares of Class B common stock held of record by The Matthew Prince 2021 Grantor Retained Annuity Trust #1 UA 5/25/2021, for which the Reporting Person serves as co-trustee and investment advisor; (ii) 377,772 shares of Class B common stock held of record by The Matthew Prince 2021 Grantor Retained Annuity Trust #2 UA 8/13/2021, for which the Reporting Person serves as co-trustee and investment advisor; (iii) 6,012,938 shares of Class B common stock held of record by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the Reporting Person serves as co-trustee and investment advisor; (iv) 6,928,408 shares of Class B common stock held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the Reporting Person serves as an investment advisor; and (v) 1,060,000 shares of Class B common stock held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the Reporting Person serves as an investment advisor.