Natera, Inc. — Director's Dealing 2016

Oct 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2016-10-06

Reporting Person: ROSENMAN HERM (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-06	Common Stock	M	5000	—	Acquired	22051	Direct
2016-10-06	Common Stock	S	1773	$11.5306	Disposed	20278	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-06	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000)	Direct

Footnotes

F1: Represents the partial vesting and settlement of Restricted Stock Units ("RSUs") which vest in equal monthly installments, starting May 1, 2016.

F2: Each RSU represents a contingent right to receive one share of the common stock of the issuer.

F3: The sale of shares was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on May 31, 2016.

F4: The reported price in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $11.53 to $11.5909 per share, inclusive. The Reporting Person undertakes to provide 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 range set forth in this footnote.

F5: The RSU vests over one year, in equal monthly installments, starting May 1, 2016.