Sec Form 4 Filing - SANDELL SCOTT D @ Cloudflare, Inc. - 2023-06-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SANDELL SCOTT D 2. Issuer Name and Ticker or Trading Symbol Cloudflare, Inc. [ NET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1954 GREENSPRING DRIVE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2023 (Street) TIMONIUM, MD21093 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 06/01/2023 A 2,871 ( 1 ) A $ 0 6,325 D Class A Common Stock 232,068 I See Note 2 ( 2 ) Class A Common Stock 41,000 I See Note 3 ( 3 ) Class A Common Stock 37,000 I See Note 4 ( 4 ) Class A Common Stock 113,000 I See Note 5 ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X Signatures /s/ Louis Citron, attorney-in-fact 06/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy. The RSUs vest on the earlier of (i) June 1, 2024 or (ii) the day prior to the date of the Issuer's next annual meeting of stockholders. ( 2 )The Reporting Person is the trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), which is the direct beneficial owner of the securities. The Blue Mountain Trust received 339,926 shares of Class A Common Stock as an annuity payment from the SS 2022 CF GRAT dated 3/8/2022 on May 26, 2023 and subsequently transferred 113,000 shares to the SS 2023 CF GRAT dated 5/16/2023 (the "SS 2023 CF GRAT"), of which the Reporting Person is the trustee. The transfers represented mere changes in the form of beneficial ownership exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Exchange Act or otherwise of such portion of the securities held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest. ( 3 )The Reporting Person is the trustee of the SS 2022 CF GRAT 2 dated 12/6/2022, which is the direct beneficial owner of the securities. ( 4 )The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the securities. ( 5 )The Reporting Person is the trustee of the SS 2023 CF GRAT, which is the direct beneficial owner of the securities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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