Cloudflare (NYSE: NET) CLO details stock, RSUs and performance options in Form 3
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Cloudflare, Inc. filed an initial ownership report for Chief Legal Officer Alissa Michelle Starzak, listing her existing stock and option holdings rather than new trades. She directly holds 64,997 shares of Class A common stock, including 31,558 restricted stock units that vest in scheduled quarterly installments beginning on May 15, 2026.
She also holds an employee stock option for 29,167 shares of Class B common stock that is fully vested and immediately exercisable at an exercise price of $2.74 per share, expiring on April 18, 2028. In addition, she has a performance stock option covering 100,000 shares of Class A common stock at an exercise price of $77.70 per share, with tranches that become eligible to vest upon achieving specified 2024 stock price goals between $263.00 and $579.00 at any time from August 5, 2024 through August 4, 2034, subject to continued service.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Starzak Alissa Michelle
Role
Chief Legal Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Employee Stock Option (right to buy) | -- | -- | -- |
| holding | Performance Stock Option (right to buy) | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 29,167 shares (Direct);
Performance Stock Option (right to buy) — 100,000 shares (Direct);
Class A Common Stock — 64,997 shares (Direct)
Footnotes (1)
- Includes 31,558 shares represented by restricted stock units, or RSUs, which vest as follows: (i) 1,851 RSUs vest in three equal quarterly installments beginning on May 15, 2026; (ii) 6,728 RSUs vest in three equal quarterly installments beginning on May 15, 2026; (iii) 3,885 RSUs vest in seven equal quarterly installments beginning on May 15, 2026; (iv) 16,740 RSUs vest in 11 equal quarterly installments beginning on May 15, 2026 and (v) 2,534 RSUs vest in 15 equal quarterly installments beginning on May 15, 2026. Shares subject to the option are fully vested and immediately exercisable. The Performance Stock Option ("PSO") is comprised of seven separate tranches that become eligible to vest upon achievement of certain stock price targets (the "2024 Stock Price Goals") at any time between August 5, 2024 and August 4, 2034. Upon satisfaction of a 2024 Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable 2024 Stock Price Goal for such tranche. Prior to the date on which the reporting person became subject to Section 16, three tranches became eligible to vest upon achievement of certain stock price targets. The remaining four tranches become eligible to vest upon achievement of certain stock price targets ranging from $263.00 to $579.00. The PSO is subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.
Key Figures
Class A shares held: 64,997 shares
RSUs included in holding: 31,558 RSUs
Employee stock option size: 29,167 shares
+5 more
8 metrics
Class A shares held
64,997 shares
Direct Class A common stock holding reported on Form 3
RSUs included in holding
31,558 RSUs
Restricted stock units vesting in quarterly installments beginning May 15, 2026
Employee stock option size
29,167 shares
Underlying Class B shares for fully vested option at $2.74 exercise price
Employee option exercise price
$2.74 per share
Exercise price for Class B employee stock option expiring April 18, 2028
Performance option size
100,000 shares
Underlying Class A shares for performance stock option at $77.70 exercise price
Performance option exercise price
$77.70 per share
Exercise price for Class A performance stock option expiring August 4, 2034
Stock price goal range
$263.00–$579.00
Remaining tranches’ 2024 stock price goals for the performance stock option
Performance option goal window
Aug 5, 2024–Aug 4, 2034
Period during which 2024 Stock Price Goals can be achieved
Key Terms
restricted stock units, Performance Stock Option, 2024 Stock Price Goals, Service Provider, +2 more
6 terms
restricted stock units financial
"Includes 31,558 shares represented by restricted stock units, or RSUs, which vest as follows:"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Option financial
"The Performance Stock Option ("PSO") is comprised of seven separate tranches that become eligible to vest upon achievement of certain stock price targets"
2024 Stock Price Goals financial
"become eligible to vest upon achievement of certain stock price targets (the "2024 Stock Price Goals") at any time between August 5, 2024 and August 4, 2034"
Service Provider financial
"The PSO is subject to the reporting person's continued status as a Service Provider through each vesting date."
change in control financial
"The time-based vesting requirements are waived upon a change in control of the Issuer."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Section 16 regulatory
"Prior to the date on which the reporting person became subject to Section 16, three tranches became eligible to vest"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What does Cloudflare (NET) Chief Legal Officer report on this Form 3?
The Form 3 shows Chief Legal Officer Alissa Michelle Starzak’s existing equity holdings, including Class A shares, restricted stock units, and stock options. It is an initial ownership report, not a record of new purchases or sales, filed when she became subject to Section 16 rules.
What stock options are reported for Alissa Starzak in Cloudflare (NET)?
She holds an employee stock option for 29,167 shares of Class B common stock at a $2.74 exercise price, fully vested and exercisable, expiring April 18, 2028. She also holds a performance stock option for 100,000 Class A shares at a $77.70 exercise price.
How do the Cloudflare (NET) restricted stock units for Alissa Starzak vest?
The filing states 31,558 RSUs vest in multiple quarterly installments beginning May 15, 2026. Individual RSU groups vest over three, seven, 11, or 15 equal quarterly installments, providing a staggered schedule tied to her continued service with Cloudflare.
How does the Cloudflare (NET) performance stock option for Alissa Starzak vest?
The performance stock option has seven tranches tied to 2024 stock price goals. When a price goal is achieved between August 5, 2024 and August 4, 2034, one-sixth of that tranche vests on each quarterly vesting date, subject to continued service and specified change-in-control terms.
Are any of Alissa Starzak’s Cloudflare (NET) options already exercisable?
Yes. Shares subject to the employee stock option are fully vested and immediately exercisable, according to a footnote. The performance stock option vests over time based on achieving stock price goals and subsequent quarterly vesting dates, contingent on her continued status as a service provider.