Natera, Inc. — Director's Dealing 2020

Oct 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2020-10-05

Reporting Person: Rabinowitz Matthew (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-05	Common Stock	S	31261	$70.0524	Disposed	508739	Indirect
2020-10-05	Common Stock	S	56764	$70.7093	Disposed	451975	Indirect
2020-10-05	Common Stock	S	1975	$71.6940	Disposed	450000	Indirect
2020-10-06	Common Stock	S	21810	$70.3189	Disposed	428190	Indirect
2020-10-06	Common Stock	S	33412	$71.4111	Disposed	394778	Indirect
2020-10-06	Common Stock	S	20311	$72.4498	Disposed	374467	Indirect
2020-10-06	Common Stock	S	14467	$73.1710	Disposed	360000	Indirect
2020-10-07	Common Stock	S	1300	$71.0536	Disposed	358700	Indirect
2020-10-07	Common Stock	S	19418	$72.4082	Disposed	339282	Indirect
2020-10-07	Common Stock	S	39817	$73.1667	Disposed	299465	Indirect
2020-10-07	Common Stock	S	9465	$73.8857	Disposed	290000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	572375	Direct
Common Stock	613496	Indirect

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 11, 2020. The Reporting Person is subject to a Lock-Up Letter Agreement that expires on November 10, 2020. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.45 to $70.44 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 RMDM Trust is an irrevocable spendthrift trust for the benefit of Mr. Rabinowitz and other discretionary beneficiaries, pursuant to Nevada Revised Statutes Chapter 166. Under the RMDM Trust, Mr. Rabinowitz has no enforceable rights to distributions. The RMDM Trust is a fully discretionary trust and the distribution decisions for the RMDM Trust are vested in a committee. Mr. Rabinowitz disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.45 to $71.29 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.45 to $72.13 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.88 to $70.86 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.89 to $71.87 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.91 to $72.90 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.91 to $73.52 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.36 to $71.25 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.71 to $72.70 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.71 to $73.70 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.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.71 to $74.37 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.

F14: These reported shares are subject to restrictions in the Lock-Up Letter Agreement.

F15: Mr. Rabinowitz is a trustee of the Matthew Rabinowitz Grantor Retained Annuity Trust, and has voting and dispositive power with respect to the reported shares. Mr. Rabinowitz disclaims beneficial ownership except to the extent of his pecuniary interest therein.