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: 2019-03-21

Reporting Person: Brophy Michael Burkes (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-21	Common Stock	M	1118	—	Acquired	11348	Direct
2019-03-22	Common Stock	S	273	$20.1995	Disposed	11075	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-21	Restricted Stock Unit	$	M	1118	Disposed		Common Stock (1118)	Direct
2019-03-22	Restricted Stock Units	$	A	17236	Acquired		Common Stock (17236)	Direct
2019-03-22	Stock Option (right to buy)	$19.68	A	50000	Acquired	2029-03-21	Common Stock (50000)	Direct
2019-03-22	Restricted Stock Units	$	A	100000	Acquired	2029-03-21	Common Stock (100000)	Direct

Footnotes

F1: Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting March 21, 2018.

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 in order to satisfy tax liabilities due at the time of vesting.

F4: The RSUs vest over four years. 25% of the RSUs vest on March 21, 2018 and the remaining shares vest in 12 equal quarterly installments thereafter.

F5: The RSUs vest over four years. 25% of the RSUs vest on March 22, 2020 and the remaining shares vest in 12 equal quarterly installments thereafter

F6: The option shares vest over four years. 25% of the option shares vest and become exercisable on March 22, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.

F7: 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.

F8: 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").