NET Cloudflare Inc

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 OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

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/YYYY) 6/3/2021
(Street) TIMONIUM, MD 21093 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	6/3/2021		A		2441 (1)	A	$0.00	9063 (2)	D
Class A Common Stock								2763583	I	See Note 3 (3)
Class A Common Stock								350078	I	See Note 4 (4)
Class A Common Stock								37000	I	See Note 5 (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

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 3, 2022 or (ii) the day prior to the date of the Issuer's next annual meeting of stockholders.
(2)	Includes 6,622 shares underlying an RSU award that vested on June 2, 2021. The RSU award and underlying shares were originally reported on a Form 4 filed on June 3, 2020, but the holding was inadvertently omitted from subsequently filed Form 4s.
(3)	The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 13 in which the Reporting Person has no pecuniary interest.
(4)	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 Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of the securities of the Issuer held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.
(5)	The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the shares.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093	X

Signatures
/s/ Sasha Keough, attorney-in-fact		6/4/2021
**Signature of Reporting Person		Date