Natera, Inc. — Director's Dealing 2020

Oct 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2020-10-01

Reporting Person: Chapman Steven Leonard (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-01	Common Stock	M	18750	—	Acquired	45170	Direct
2020-10-02	Common Stock	M	3125	—	Acquired	48295	Direct
2020-10-05	Common Stock	S	11185	$71.24	Disposed	37110	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-01	Restricted Stock Unit	$	M	18750	Disposed		Common Stock (18750)	Direct
2020-10-02	Restricted Stock Unit	$	M	3125	Disposed		Common Stock (3125)	Direct

Footnotes

F1: Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting October 2020.

F2: Each RSU represents a contingent right to receive one share of the common stock of the issuer.

F3: Represents the partial vesting and settlement of RSUs, starting January 2, 2020.

F4: The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs. 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.

F5: These reported shares are subject to restrictions in the Lock-Up Letter Agreement.

F6: On March 27, 2020, the Reporting Person was granted a RSU, which vests in three tranches upon the Reporting Person achieving certain milestones relating to a combination of the passage of time and the Issuer's stock price. On October 1, 2020, the Issuer's Board of Directors determined that the milestone for the first tranche was satisfied, resulting in the vesting of the reported shares of common stock under the RSU.

F7: The RSUs vest over four years. 25% of the RSUs vest on January 2, 2020 and the remaining shares vest in 12 equal quarterly installments thereafter.