Cloudflare, Inc. — Major Shareholding Notification 2020

Feb 14, 2020

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. )*

Cloudflare, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

18915M107

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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. 18915M107

1.	Name of Reporting Persons Venrock Associates V, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x (1)
	(b)	¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0
6.	Shared Voting Power 41,797,936 (2)
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 41,797,936 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 41,797,936 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 32.6% (3)
12.	Type of Reporting Person (See Instructions) PN

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(1)	This Schedule 13G is being filed by (i) Venrock Associates V, L.P. (“VA5”), Venrock Partners V, L.P. (“VP5”), Venrock Entrepreneurs Fund V, L.P. (“VEF5”), Venrock Management V, LLC, the general partner of VA5 (“VM5”), Venrock Partners Management V, LLC, the general partner of VP5 (“VPM5”), and VEF Management V, LLC, the general partner of VEF5 (“VEFM5” and together with VA5, VP5, VEF5, VM5 and VPM5, the “Venrock 5 Entities”).
(2)	Consists of (i) 441,907 shares of Class A Common Stock and 37,272,400 shares of Class B Common Stock held by VA5, (ii) 37,466 shares of Class A Common Stock and 3,160,080 shares of Class B Common Stock held by VP5 and (iii) 10,383 shares of Class A Common Stock and 875,700 shares of Class B Common Stock held by VEF5. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.
(3)	This percentage is based on (i) 86,870,214 shares of the Issuer’s Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, plus (ii) 41,308,180 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Persons. As of November 8, 2019, there were 213,320,072 shares of the Issuer’s Class B Common Stock outstanding. If all outstanding shares of Class B Common Stock were converted into Class A Common Stock, then the Reporting Persons would beneficially own 13.9% of the Issuer’s Class A Common Stock.

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CUSIP No. 18915M107

1.	Name of Reporting Persons Venrock Partners V, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x (1)
	(b)	¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0
6.	Shared Voting Power 41,797,936 (2)
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 41,797,936 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 41,797,936 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 32.6% (3)
12.	Type of Reporting Person (See Instructions) PN

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(1)	This Schedule 13G is being filed by (i) Venrock Associates V, L.P. (“VA5”), Venrock Partners V, L.P. (“VP5”), Venrock Entrepreneurs Fund V, L.P. (“VEF5”), Venrock Management V, LLC, the general partner of VA5 (“VM5”), Venrock Partners Management V, LLC, the general partner of VP5 (“VPM5”), and VEF Management V, LLC, the general partner of VEF5 (“VEFM5” and together with VA5, VP5, VEF5, VM5 and VPM5, the “Venrock 5 Entities”).
(2)	Consists of (i) 441,907 shares of Class A Common Stock and 37,272,400 shares of Class B Common Stock held by VA5, (ii) 37,466 shares of Class A Common Stock and 3,160,080 shares of Class B Common Stock held by VP5 and (iii) 10,383 shares of Class A Common Stock and 875,700 shares of Class B Common Stock held by VEF5. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.
(3)	This percentage is based on (i) 86,870,214 shares of the Issuer’s Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, plus (ii) 41,308,180 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Persons. As of November 8, 2019, there were 213,320,072 shares of the Issuer’s Class B Common Stock outstanding. If all outstanding shares of Class B Common Stock were converted into Class A Common Stock, then the Reporting Persons would beneficially own 13.9% of the Issuer’s Class A Common Stock.

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CUSIP No. 18915M107

1.	Name of Reporting Persons Venrock Entrepreneurs Fund V, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x (1)
	(b)	¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0
6.	Shared Voting Power 41,797,936 (2)
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 41,797,936 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 41,797,936 (2)
10.	Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 32.6% (3)
12.	Type of Reporting Person (See Instructions) PN

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(1)	This Schedule 13G is being filed by (i) Venrock Associates V, L.P. (“VA5”), Venrock Partners V, L.P. (“VP5”), Venrock Entrepreneurs Fund V, L.P. (“VEF5”), Venrock Management V, LLC, the general partner of VA5 (“VM5”), Venrock Partners Management V, LLC, the general partner of VP5 (“VPM5”), and VEF Management V, LLC, the general partner of VEF5 (“VEFM5” and together with VA5, VP5, VEF5, VM5 and VPM5, the “Venrock 5 Entities”).
(2)	Consists of (i) 441,907 shares of Class A Common Stock and 37,272,400 shares of Class B Common Stock held by VA5, (ii) 37,466 shares of Class A Common Stock and 3,160,080 shares of Class B Common Stock held by VP5 and (iii) 10,383 shares of Class A Common Stock and 875,700 shares of Class B Common Stock held by VEF5. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.
(3)	This percentage is based on (i) 86,870,214 shares of the Issuer’s Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, plus (ii) 41,308,180 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Persons. As of November 8, 2019, there were 213,320,072 shares of the Issuer’s Class B Common Stock outstanding. If all outstanding shares of Class B Common Stock were converted into Class A Common Stock, then the Reporting Persons would beneficially own 13.9% of the Issuer’s Class A Common Stock.

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CUSIP No. 18915M107

1.	Name of Reporting Persons Venrock Management V, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x (1)
	(b)	¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0
6.	Shared Voting Power 41,797,936 (2)
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 41,797,936 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 41,797,936 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 32.6% (3)
12.	Type of Reporting Person (See Instructions) OO

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(1)	This Schedule 13G is being filed by (i) Venrock Associates V, L.P. (“VA5”), Venrock Partners V, L.P. (“VP5”), Venrock Entrepreneurs Fund V, L.P. (“VEF5”), Venrock Management V, LLC, the general partner of VA5 (“VM5”), Venrock Partners Management V, LLC, the general partner of VP5 (“VPM5”), and VEF Management V, LLC, the general partner of VEF5 (“VEFM5” and together with VA5, VP5, VEF5, VM5 and VPM5, the “Venrock 5 Entities”).
(2)	Consists of (i) 441,907 shares of Class A Common Stock and 37,272,400 shares of Class B Common Stock held by VA5, (ii) 37,466 shares of Class A Common Stock and 3,160,080 shares of Class B Common Stock held by VP5 and (iii) 10,383 shares of Class A Common Stock and 875,700 shares of Class B Common Stock held by VEF5. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.
(3)	This percentage is based on (i) 86,870,214 shares of the Issuer’s Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, plus (ii) 41,308,180 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Persons. As of November 8, 2019, there were 213,320,072 shares of the Issuer’s Class B Common Stock outstanding. If all outstanding shares of Class B Common Stock were converted into Class A Common Stock, then the Reporting Persons would beneficially own 13.9% of the Issuer’s Class A Common Stock.

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CUSIP No. 18915M107

1.	Name of Reporting Persons Venrock Partners Management V, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x (1)
	(b)	¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0
6.	Shared Voting Power 41,797,936 (2)
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 41,797,936 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 41,797,936 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 32.6% (3)
12.	Type of Reporting Person (See Instructions) OO

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(1)	This Schedule 13G is being filed by (i) Venrock Associates V, L.P. (“VA5”), Venrock Partners V, L.P. (“VP5”), Venrock Entrepreneurs Fund V, L.P. (“VEF5”), Venrock Management V, LLC, the general partner of VA5 (“VM5”), Venrock Partners Management V, LLC, the general partner of VP5 (“VPM5”), and VEF Management V, LLC, the general partner of VEF5 (“VEFM5” and together with VA5, VP5, VEF5, VM5 and VPM5, the “Venrock 5 Entities”).
(2)	Consists of (i) 441,907 shares of Class A Common Stock and 37,272,400 shares of Class B Common Stock held by VA5, (ii) 37,466 shares of Class A Common Stock and 3,160,080 shares of Class B Common Stock held by VP5 and (iii) 10,383 shares of Class A Common Stock and 875,700 shares of Class B Common Stock held by VEF5. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.
(3)	This percentage is based on (i) 86,870,214 shares of the Issuer’s Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, plus (ii) 41,308,180 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Persons. As of November 8, 2019, there were 213,320,072 shares of the Issuer’s Class B Common Stock outstanding. If all outstanding shares of Class B Common Stock were converted into Class A Common Stock, then the Reporting Persons would beneficially own 13.9% of the Issuer’s Class A Common Stock.

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CUSIP No. 18915M107

1.	Name of Reporting Persons VEF Management V, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x (1)
	(b)	¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0
6.	Shared Voting Power 41,797,936 (2)
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 41,797,936 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 41,797,936 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 32.6% (3)
12.	Type of Reporting Person (See Instructions) OO

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(1)	This Schedule 13G is being filed by (i) Venrock Associates V, L.P. (“VA5”), Venrock Partners V, L.P. (“VP5”), Venrock Entrepreneurs Fund V, L.P. (“VEF5”), Venrock Management V, LLC, the general partner of VA5 (“VM5”), Venrock Partners Management V, LLC, the general partner of VP5 (“VPM5”), and VEF Management V, LLC, the general partner of VEF5 (“VEFM5” and together with VA5, VP5, VEF5, VM5 and VPM5, the “Venrock 5 Entities”).
(2)	Consists of (i) 441,907 shares of Class A Common Stock and 37,272,400 shares of Class B Common Stock held by VA5, (ii) 37,466 shares of Class A Common Stock and 3,160,080 shares of Class B Common Stock held by VP5 and (iii) 10,383 shares of Class A Common Stock and 875,700 shares of Class B Common Stock held by VEF5. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.
(3)	This percentage is based on (i) 86,870,214 shares of the Issuer’s Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, plus (ii) 41,308,180 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Persons. As of November 8, 2019, there were 213,320,072 shares of the Issuer’s Class B Common Stock outstanding. If all outstanding shares of Class B Common Stock were converted into Class A Common Stock, then the Reporting Persons would beneficially own 13.9% of the Issuer’s Class A Common Stock.

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CUSIP No. 18915M107

Introductory Note: This Statement on Schedule 13G is filed on behalf of the following entities in respect of the common stock of Cloudflare, Inc.: (i) Venrock Associates V, L.P. (“VA5”), a limited partnership organized under the laws of the State of Delaware; (ii) Venrock Partners V, L.P. (“VP5”), a limited partnership organized under the laws of the State of Delaware; (iii) Venrock Entrepreneurs Fund V, L.P. (“VEF5”), a limited partnership organized under the laws of the State of Delaware; (iv) Venrock Management V, LLC (“VM5”), a limited liability company organized under the laws of the State of Delaware; (v) Venrock Partners Management V, LLC (“VPM5”), a limited liability company organized under the laws of the State of Delaware; and (vi) VEF Management V, LLC (“VEFM5”), a limited liability company organized under the laws of the State of Delaware.

Item 1.
(a) Name of Issuer
Cloudflare, Inc.
(b) Address of Issuer’s Principal Executive Offices
101 Townsend Street
San Francisco, California 94107
Item 2.
(a) Name of Person Filing
Venrock Associates V, L.P.
Venrock Partners V, L.P.
Venrock Entrepreneurs Fund V, L.P.
Venrock Management V, LLC
Venrock Partners Management V, LLC
VEF Management V, LLC

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CUSIP No. 18915M107

(b) Address of Principal Business Office or, if none, Residence

New York Office:	Palo Alto Office:
7 Bryant Park	3340 Hillview Avenue
23rd Floor	Palo Alto, CA 94304
New York, NY 10018

(c) Citizenship

Each of VA5, VP5 and VEF5 are limited partnerships organized in the State of Delaware. Each of VM5, VPM5 and VEFM5 are limited liability companies organized in the State of Delaware.

(d) Title of Class of Securities

Class A Common Stock

(e) CUSIP Number

18915M107

Item 3.
Not applicable

ITEM 4. Ownership

(a) Amount Beneficially Owned as of December 31, 2019:

Venrock Associates V, L.P.	41,797,936	(1)
Venrock Partners V, L.P.	41,797,936	(1)
Venrock Entrepreneurs Fund V, L.P.	41,797,936	(1)
Venrock Management V, LLC	41,797,936	(1)
Venrock Partners Management V, LLC	41,797,936	(1)
VEF Management V, LLC	41,797,936	(1)

(b) Percent of Class as of December 31, 2019:

Venrock Associates V, L.P.	32.6	(2	)
Venrock Partners V, L.P.	32.6 %	(2	)
Venrock Entrepreneurs Fund V, L.P.	32.6 %	(2	)
Venrock Management V, LLC	32.6 %	(2	)
Venrock Partners Management V, LLC	32.6 %	(2	)
VEF Management V, LLC	32.6 %	(2	)

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CUSIP No. 18915M107

(c) Number of shares as to which the person has, as of December 31, 2019:

(i) Sole power to vote or to direct the vote

Venrock Associates V, L.P.	0
Venrock Partners V, L.P.	0
Venrock Entrepreneurs Fund V, L.P.	0
Venrock Management V, LLC	0
Venrock Partners Management V, LLC	0
VEF Management V, LLC	0

(ii) Shared power to vote or to direct the vote

Venrock Associates V, L.P.	41,797,936	(1)
Venrock Partners V, L.P.	41,797,936	(1)
Venrock Entrepreneurs Fund V, L.P.	41,797,936	(1)
Venrock Management V, LLC	41,797,936	(1)
Venrock Partners Management V, LLC	41,797,936	(1)
VEF Management V, LLC	41,797,936	(1)

(iii) Sole power to dispose or to direct the disposition of

Venrock Associates V, L.P.	0
Venrock Partners V, L.P.	0
Venrock Entrepreneurs Fund V, L.P.	0
Venrock Management V, LLC	0
Venrock Partners Management V, LLC	0
VEF Management V, LLC	0

(iv) Shared power to dispose or to direct the disposition of

Venrock Associates V, L.P.	41,797,936	(1)
Venrock Partners V, L.P.	41,797,936	(1)
Venrock Entrepreneurs Fund V, L.P.	41,797,936	(1)
Venrock Management V, LLC	41,797,936	(1)
Venrock Partners Management V, LLC	41,797,936	(1)
VEF Management V, LLC	41,797,936	(1)

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(1)

Consists of (i) 441,907 shares of Class A Common Stock and 37,272,400 shares of Class B Common Stock held by VA5, (ii) 37,466 shares of Class A Common Stock and 3,160,080 shares of Class B Common Stock held by VP5 and (iii) 10,383 shares of Class A Common Stock and 875,700 shares of Class B Common Stock held by VEF5. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.

(2)

This percentage is based on (i) 86,870,214 shares of the Issuer’s Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, plus (ii) 41,308,180 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Persons. As of November 8, 2019, there were 213,320,072 shares of the Issuer’s Class B Common Stock outstanding. If all outstanding shares of Class B Common Stock were converted into Class A Common Stock, then the Reporting Persons would beneficially own 13.9% of the Issuer’s Class A Common Stock.

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CUSIP No. 18915M107

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .
Item 6.	Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

ITEM 8. Identification and Classification of Members of the Group

Not Applicable

ITEM 9. Notice of Dissolution of a Group

Not Applicable

ITEM 10. Certification

Not Applicable

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CUSIP No. 18915M107

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.

Dated: February 14, 2020

Venrock Associates V, L.P. — By:	Venrock Management V, LLC,	/s/ David Stepp
	its General Partner	Authorized Signatory
By:	/s/ David Stepp
	Authorized Signatory

Venrock Partners V, L.P. — By:	Venrock Partners Management V, LLC,	/s/ David Stepp
	its General Partner	Authorized Signatory
By:	/s/ David Stepp
	Authorized Signatory

Venrock Entrepreneurs Fund V, L.P. — By:	VEF Management V, LLC,	/s/ David Stepp
	its General Partner	Authorized Signatory
By:	/s/ David Stepp
	Authorized Signatory

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EXHIBITS

A: Joint Filing Agreement

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EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock of Cloudflare, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14 th day of February, 2020.

Venrock Associates V, L.P. — By:	Venrock Management V, LLC,	/s/ David Stepp
	its General Partner	Authorized Signatory
By:	/s/ David Stepp
	Authorized Signatory

Venrock Partners V, L.P. — By:	Venrock Partners Management V, LLC,	/s/ David Stepp
	its General Partner	Authorized Signatory
By:	/s/ David Stepp
	Authorized Signatory

Venrock Entrepreneurs Fund V, L.P. — By:	VEF Management V, LLC,	/s/ David Stepp
	its General Partner	Authorized Signatory
By:	/s/ David Stepp
	Authorized Signatory

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