Natera, Inc. — Director's Dealing 2019

Mar 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2019-03-20

Reporting Person: Sheena Jonathan (Director, Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-20	Common Stock	M	118463	$2.6569	Acquired	355621	Direct
2019-03-20	Common Stock	S	118463	$20.5002	Disposed	237158	Direct
2019-03-21	Common Stock	M	71317	$2.6569	Acquired	308475	Direct
2019-03-21	Common Stock	S	71317	$20.5001	Disposed	237158	Direct
2019-03-21	Common Stock	M	1118	—	Acquired	238276	Direct
2019-03-22	Common Stock	S	506	$20.1995	Disposed	237770	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-20	Stock Option (right to buy)	$2.6569	M	118463	Disposed	2024-02-25	Common Stock (118463)	Direct
2019-03-21	Stock Option (right to buy)	$2.6569	M	71317	Disposed	2024-02-25	Common Stock (71317)	Direct
2019-03-21	Restricted Stock Unit	$	M	1118	Disposed		Common Stock (1118)	Direct
2019-03-22	Stock Option (right to buy)	$19.68	A	21875	Acquired	2029-03-21	Common Stock (21875)	Direct
2019-03-22	Restricted Stock Unit	$	A	7279	Acquired		Common Stock (7279)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 14, 2018.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.50 to $20.52 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.50 to $20.51 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The option shares vest fully and became exercisable on February 25, 2014.

F5: Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting March 21, 2019.

F6: Each RSU represents a contingent right to receive one share of the common stock of the issuer.

F7: The sale of shares was effected in order to satisfy tax liabilities due at the time of vesting.

F8: 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.

F9: 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.

F10: 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.