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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * Prince Matthew	2. Issuer Name and Ticker or Trading Symbol Cloudflare, Inc. [ NET ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CEO & Chair of the Board
(Last)          (First)          (Middle) C/O CLOUDFLARE, INC., 405 COMAL STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/22/2023
(Street) AUSTIN, TX 78702	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
(City)        (State)        (Zip)	Rule 10b5-1(c) Transaction Indication ☒ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	5/22/2023		C		52384	A	(1)	63100	I	See footnote (2)
Class A Common Stock	5/22/2023		S(3)		29486	D	$57.3307 (4)	33614	I	See footnote (2)
Class A Common Stock	5/22/2023		S(3)		22898	D	$58.0601 (5)	10716	I	See footnote (2)
Class A Common Stock	5/23/2023		C		52384	A	(1)	63100	I	See footnote (2)
Class A Common Stock	5/23/2023		S(3)		33896	D	$56.3161 (6)	29204	I	See footnote (2)
Class A Common Stock	5/23/2023		S(3)		11688	D	$57.2869 (7)	17516	I	See footnote (2)
Class A Common Stock	5/23/2023		S(3)		6800	D	$58.2932 (8)	10716	I	See footnote (2)
Class A Common Stock	5/24/2023		C		52384	A	(1)	63100	I	See footnote (2)
Class A Common Stock	5/24/2023		S(3)		41414	D	$55.6302 (9)	21686	I	See footnote (2)
Class A Common Stock	5/24/2023		S(3)		10970	D	$56.2869 (10)	10716	I	See footnote (2)
Class A Common Stock								288265	D

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
Class B Common Stock	(1)	5/22/2023		C			52384	(1)	(1)	Class A Common Stock	52384	$0.00	15527573 (11)	I	See footnote (2)
Class B Common Stock	(1)	5/23/2023		C			52384	(1)	(1)	Class A Common Stock	52384	$0.00	15475189 (11)	I	See footnote (2)
Class B Common Stock	(1)	5/24/2023		C			52384	(1)	(1)	Class A Common Stock	52384	$0.00	15422805 (11)	I	See footnote (2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1741355		1741355	I	See footnote (12)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	377772		377772	I	See footnote (13)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6928408		6928408	I	See footnote (14)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1060000		1060000	I	See footnote (15)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6012938		6012938	I	See footnote (16)

Explanation of Responses:
(1)	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.
(2)	The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
(3)	The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 29, 2022.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.76 to $57.75, 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 (4) through (10) to this Form 4.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.76 to $58.64, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.92 to $56.905, inclusive.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.92 to $57.90, inclusive.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.96 to $58.70, inclusive.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.055 to $55.99, inclusive.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.075 to $56.54, inclusive.
(11)	Of the reported shares, 333,334 vest in four months beginning on June 13, 2023.
(12)	The shares are 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.
(13)	The shares are 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.
(14)	The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
(15)	The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
(16)	The shares are 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Prince Matthew C/O CLOUDFLARE, INC. 405 COMAL STREET AUSTIN, TX 78702	X	X	CEO & Chair of the Board

Signatures
/s/ Lindsey Cochran, by power of attorney		5/24/2023
**Signature of Reporting Person		Date

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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.