Form 4: Cloudflare CEO Matthew Prince Executes Stock Sales Under 10b5-1 Plan
SEC Form 4
Cloudflare's CEO, Matthew Prince, executed multiple sales of Class A Common Stock between September 4th and September 6th, 2024, under a pre-arranged Rule 10b5-1 trading plan.
Summary
- Matthew Prince, CEO and Chair of the Board of Cloudflare, Inc., reported changes in beneficial ownership of the company's stock.
- The transactions involved the sale of Class A Common Stock on September 4th, 5th, and 6th, 2024.
- These sales were executed under a Rule 10b5-1 trading plan adopted on November 20, 2023.
- On September 4th, 2024, Prince sold 10,065 shares at $77.3027, 31,179 shares at $77.9593, 10,937 shares at $79.019 and 203 shares at $79.5949.
- On September 5th, 2024, Prince sold 6,396 shares at $77.8731, 45,175 shares at $78.5843 and 813 shares at $79.2521.
- On September 6th, 2024, Prince sold 41,211 shares at $76.2183, 5,338 shares at $76.9876, 5,199 shares at $78.3853 and 636 shares at $79.0103.
- The price per share varied across these transactions, with weighted average prices reported for each day.
- The transactions also involved the conversion of Class B Common Stock into Class A Common Stock.
- Shares are held both directly and indirectly through various trusts, including The Matthew Prince Revocable Trust and several Grantor Retained Annuity Trusts.
- There were re-registrations of shares between different trusts on August 23, 2024.
Sentiment
Score: 5
Explanation: The sentiment is neutral as it reports routine stock sales under a pre-arranged plan. There is no indication of positive or negative implications for the company's performance.
Industry Context
This filing is a routine disclosure of insider trading activity. It is common for executives to use 10b5-1 plans to sell shares over time to avoid accusations of trading on inside information.
Stakeholder Impact
- The stock sales could have a minor impact on shareholders due to the increased supply of shares in the market.
- The impact is likely to be minimal given the pre-planned nature of the sales and the relatively small volume compared to the total outstanding shares.
Key Dates
| Date | Description |
|---|---|
| 2015-10-29 | Date of The Matthew Prince Revocable Trust |
| 2016-03-29 | Date of The Prince Family Nonexempt Irrevocable Trust and The Prince Family Exempt Irrevocable Trust |
| 2022-08-12 | Date of The Matthew Prince 2022 Grantor Retained Annuity Trust |
| 2023-05-22 | Date of The Matthew Prince 2023 Grantor Retained Annuity Trust |
| 2023-08-14 | Date of The Matthew Prince 2023 Grantor Retained Annuity Trust 2 |
| 2023-11-20 | Date of adoption of Rule 10b5-1 trading plan |
| 2024-05-20 | Date of The Matthew Prince 2024 Grantor Retained Annuity Trust |
| 2024-08-23 | Date of re-registration of shares between trusts |
| 2024-09-04 | Transaction date for stock sales and conversions |
| 2024-09-05 | Transaction date for stock sales and conversions |
| 2024-09-06 | Transaction date for stock sales and conversions |
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