Natera, Inc. — Director's Dealing 2019

Mar 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2019-03-22

Reporting Person: Schueren Robert Alan (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-22	Restricted Stock Units	$	A	100000	Acquired	2029-03-21	Common Stock (100000)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock upon the achievement of the Performance Vesting Conditions.

F2: The RSU vests upon the Reporting Person achieving certain milestones relating to a combination of the passage of time and the Reporting Person achieving certain milestones relating to the Issuer's stock price, based on the average closing price per share of the Issuer's common stock for a calendar month, calculated as of the last day of such calendar month. The first milestone is the Issuer's stock price equaling or exceeding the quotient of (i) $2,000,000,000 and (ii) the Issuer's outstanding shares as most recently reported on the Issuer's Form 10-Q or Form 10-K (the "Capitalization"). The second milestone is the Issuer's stock price equaling or exceeding the quotient of (i) $3,000,000,000 and (ii) the Capitalization (the "Performance Vesting Conditions").