Amended Statement of Ownership (sc 13g/a)
2022年2月15日 - 7:46AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
CLOUDFLARE,
INC.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
18915M 107
(CUSIP
Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 18915M 107
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Page 2
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1
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NAME OF REPORTING PERSON:
Matthew Prince
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☐ (b) ☐
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
18,121,041(1)(2)
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6
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SHARED VOTING POWER
16,120,473
(2)(3)
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7
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SOLE DISPOSITIVE POWER
18,121,041(1)(2)
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8
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SHARED DISPOSITIVE POWER
16,120,473
(2)(3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
34,241,514(1)(2)(3)
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9):
11.1%(2)(4)(5)
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS):
IN
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(1)
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Consists of 18,121,041 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, 1,750,000 are subject to the Issuers repurchase right as of December 31, 2021.
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(2)
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Each share of Class B common stock is convertible at any time into one share of Class A common stock.
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(3)
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Consists of (i) 491,031 shares of Class B common stock held of record by The Matthew Prince 2020 Annuity
Trust dated May 20, 2020, for which the Reporting Person serves as co-trustee and investment advisor; (ii) 4,000,000 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; (iii) 4,000,000 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; (iv) 6,569,442 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.
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(4)
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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) 273,882,797 shares of Class A common stock outstanding as of October 22, 2021, as reported in the Issuers Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 5, 2021 (the Form 10-Q) and (ii) 34,241,514 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.
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(5)
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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 47,862,782 shares of Class B common stock outstanding as of October 22, 2021, as reported in the Form 10-Q, including the 34,241,514 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.
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Cloudflare, Inc.
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(b)
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Address of Issuers Principal Executive Offices:
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101 Townsend Street
San
Francisco, California 94107
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(a)
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Names of Person Filing:
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Matthew Prince
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(b)
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Address or principal business office or, if none, residence:
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The address for the principal business office of Mr. Prince is:
c/o Cloudflare, Inc.
106 E.
6th Street, Suite 350
Austin, Texas 78701
United States
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(d)
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Title and Class of Securities:
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Class A common stock, par value $0.001 per share.
18915M 107
Item 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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(a)
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Amount beneficially owned: 34,241,514
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(b)
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Percent of class: 11.1
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to direct the vote: 18,121,041(1)(2)
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(ii)
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Shared power to direct the vote: 16,120,473(2)(3)
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(iii)
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Sole power to dispose or to direct the disposition of:
18,121,041 (1)(2)
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(iv)
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Shared power to dispose or to direct the disposition of: 16,120,473(2)(3)
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(1)
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Consists of 18,121,041 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, 1,750,000 are subject to the Issuers repurchase right as of December 31, 2021.
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(2)
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Each share of Class B common stock is convertible at any time into one share of Class A common stock.
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(3)
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Consists of (i) 491,031 shares of Class B common stock held of record by The Matthew Prince 2020 Annuity
Trust dated May 20, 2020, for which the Reporting Person serves as co-trustee and investment advisor; (ii) 4,000,000 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; (iii) 4,000,000 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; (iv) 6,569,442 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.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not applicable.
Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2022
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/s/ Matthew Prince
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Matthew Prince
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