Natera, Inc. — Director's Dealing 2020

Jun 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2020-06-08

Reporting Person: Brophy Michael Burkes (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-08	Common Stock	M	25000	—	Acquired	48274	Direct
2020-06-09	Common Stock	S	9076	$39.5750	Disposed	39198	Direct
2020-06-09	Common Stock	M	3021	—	Acquired	42219	Direct
2020-06-10	Common Stock	S	1197	$42.19	Disposed	41022	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2029-06-08	Restricted Stock Units	$	M	25000	Disposed		Common Stock (25000)	Direct
2020-06-09	Restricted Stock Unit	$	M	3021	Disposed		Common Stock (3021)	Direct

Footnotes

F1: Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting September 19, 2019.

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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.56 to $39.9838 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.

F5: Represents the partial vesting and settlement of RSUs, starting March 9, 2019.

F6: On March 22, 2019, the Reporting Person was granted RSUs covering 100,000 shares of common stock, which vests in tranches 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. On June 8, 2020, the criteria was satisfied for the vesting of RSUs covering 25,000 shares of common stock.

F7: The RSUs vest over four years. 25% of the RSUs vest on March 9, 2019 and the remaining shares vest in 12 equal quarterly installments thereafter.