SC 13G/A
1
us18915m1071_012924.txt
us18915m1071_012924.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No: 1)
CLOUDFLARE INC CLASS A
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
18915M107
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(CUSIP Number)
December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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).
CUSIP No. 18915M107
(1)Names of reporting persons. BlackRock, Inc.
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [X]
(3) SEC use only
(4) Citizenship or place of organization
Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power
15115637
(6) Shared voting power
0
(7) Sole dispositive power
16649551
(8) Shared dispositive power
0
(9) Aggregate amount beneficially owned by each reporting person
16649551
(10) Check if the aggregate amount in Row (9) excludes certain shares
(11) Percent of class represented by amount in Row 9
5.6%
(12) Type of reporting person
HC
Item 1.
Item 1(a) Name of issuer:
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CLOUDFLARE INC CLASS A
Item 1(b) Address of issuer's principal executive offices:
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101 TOWNSEND ST.
SAN FRANCISCO CA 94107
Item 2.
2(a) Name of person filing:
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BlackRock, Inc.
2(b) Address or principal business office or, if none, residence:
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BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
2(c) Citizenship:
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See Item 4 of Cover Page
2(d) Title of class of securities:
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Class A Common Stock
2(e) CUSIP No.:
See Cover Page
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
[ ] Broker or dealer registered under Section 15 of the Act;
[ ] Bank as defined in Section 3(a)(6) of the Act;
[ ] Insurance company as defined in Section 3(a)(19) of the Act;
[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940;
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
[X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940;
[ ] A non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J);
[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
Amount beneficially owned:
16649551
Percent of class
5.6%
Number of shares as to which such person has:
Sole power to vote or to direct the vote
15115637
Shared power to vote or to direct the vote
0
Sole power to dispose or to direct the disposition of
16649551
Shared power to dispose or to direct the disposition of
0
Item 5.
Ownership of 5 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 5 percent of the
class of securities, check the following [ ].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than 5 percent
of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.
Various persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of
the common stock of
CLOUDFLARE INC CLASS A.
No one person's interest in the common stock of
CLOUDFLARE INC CLASS A
is more than five percent of the total outstanding common shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
See Exhibit A
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual capacity.
See Item 5.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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: January 29, 2024
BlackRock, Inc.
Signature: Spencer Fleming
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Name/Title Attorney-In-Fact
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
Subsidiary
BlackRock Life Limited
BlackRock International Limited
BlackRock Advisors, LLC
Aperio Group, LLC
BlackRock (Netherlands) B.V.
BlackRock Institutional Trust Company, National Association
BlackRock Asset Management Ireland Limited
BlackRock Financial Management, Inc.
BlackRock Japan Co., Ltd.
BlackRock Asset Management Schweiz AG
BlackRock Investment Management, LLC
BlackRock Investment Management (UK) Limited
BlackRock Asset Management Canada Limited
BlackRock (Luxembourg) S.A.
BlackRock Investment Management (Australia) Limited
BlackRock Advisors (UK) Limited
BlackRock Fund Advisors
BlackRock Asset Management North Asia Limited
BlackRock (Singapore) Limited
BlackRock Fund Managers Ltd
*Entity beneficially owns 5% or greater of the outstanding
shares of the security class being reported on this
Schedule 13G.
Exhibit B
POWER OF ATTORNEY
The undersigned, BlackRock, Inc., a corporation duly organized under the laws
of the State of Delaware, United States (the "Company"), does hereby make,
constitute and appoint each of Eric Andruczyk, Richard Cundiff,
R. Andrew Dickson, III, Spencer Fleming, Daniel Goldmintz, Laura Hildner,
Elizabeth Kogut, David Maryles, Christopher Meade, Una Neary, Charles Park,
Daniel Riemer, David Rothenberg and Brenda Schulz, acting severally, as its
true and lawful attorneys-in-fact, for the purpose of, from time to
time, executing, in its name and on its behalf and on behalf of its direct
and indirect subsidiaries, any and all documents, certificates, instruments,
statements, filings, agreements and amendments (collectively, "documents")
determined by such person to be necessary or appropriate to comply with
ownership or control-person reporting requirements imposed by any
United States or non-United States governmental or regulatory authority,
including, without limitation, Schedules 13D and 13G and Forms 3, 4, 5, 13F
and 13H and any amendments to any of the foregoing as may be required to be
filed with the Securities and Exchange Commission, and delivering, furnishing
or filing any such documents with the appropriate governmental or regulatory
authority or other person, and giving and granting to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or proper to be done in the exercise
of any of the rights and powers herein granted, as fully and to all intents
and purposes as the Company and/or its direct and indirect subsidiaries, as
applicable, might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof. Any such determination
by an attorney-in-fact named herein shall be conclusively evidenced by such
person's execution, delivery, furnishing or filing of the applicable document.
This power of attorney shall expressly revoke the power of attorney dated 2nd
day of January, 2019 in respect of the subject matter hereof, shall be valid
from the date hereof and shall remain in full force and effect until either
revoked in writing by the Company, or, in respect of any attorney-in-fact
named herein, until such person ceases to be an employee of the Company or
one of its affiliates.
IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be
executed as of this 30th day of April, 2023.
BlackRock, Inc.
By: /s/ R. Andrew Dickson, III
Name: R. Andrew Dickson, III
Title: Corporate Secretary
