Natera, Inc. — Director's Dealing 2020

Nov 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2020-11-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-04	Common Stock	M	2188	$9.59	Acquired	39088	Direct
2020-11-04	Common Stock	M	4468	$10.41	Acquired	43556	Direct
2020-11-04	Common Stock	M	2083	$10.73	Acquired	45639	Direct
2020-11-04	Common Stock	M	6105	$9.29	Acquired	51744	Direct
2020-11-04	Common Stock	M	3125	$13.01	Acquired	54869	Direct
2020-11-04	Common Stock	M	13541	$20.27	Acquired	68410	Direct
2020-11-04	Common Stock	S	36115	$75	Disposed	32295	Direct
2020-11-04	Common Stock	M	20312	$13.01	Acquired	52607	Direct
2020-11-04	Common Stock	S	25236	$75	Disposed	27371	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-04	Stock Option (right to buy)	$9.59	M	2188	Disposed	2026-04-07	Common Stock (2188)	Direct
2020-11-04	Stock Option (right to buy)	$10.41	M	4468	Disposed	2027-06-08	Common Stock (4468)	Direct
2020-11-04	Stock Option (right to buy)	$10.73	M	2083	Disposed	2027-07-13	Common Stock (2083)	Direct
2020-11-04	Stock Option (right to buy)	$9.29	M	6105	Disposed	2028-03-08	Common Stock (6105)	Direct
2020-11-04	Stock Option (right to buy)	$13.01	M	3125	Disposed	2029-01-10	Common Stock (3125)	Direct
2020-11-04	Stock Option (right to buy)	$20.27	M	13541	Disposed	2029-04-11	Common Stock (13541)	Direct
2020-11-04	Stock Option (right to buy)	$13.01	M	20312	Disposed	2020-01-10	Common Stock (20312)	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 May 30, 2019 as amended on February 28, 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 15, 2020. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

F3: These reported shares are subject to restrictions in the Lock-Up Letter Agreement.

F4: The option shares vest over four years. 25% of the option shares vested and became exercisable on April 1, 2017 and the remaining shares vest in 36 equal monthly installments thereafter.

F5: The option shares vest over four years. 25% of the option shares vested and became exercisable on March 21, 2018 and the remaining shares vest in 36 equal monthly installments thereafter.

F6: The option shares vest over four years. 25% of the option shares vested and became exercisable on March 12, 2018 and the remaining shares vest in 36 equal monthly installments thereafter.

F7: The option shares vest over four years. 25% of the option shares vested and became exercisable on March 9, 2019 and the remaining shares vest in 36 equal monthly installments thereafter.

F8: The option shares vest over four years. 25% of the option shares vested and became exercisable on January 2, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.

F9: The option shares vest over four years. 25% of the option shares vested and became exercisable on March 22, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.

F10: This option becomes exercisable, if at all, 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"). As of June 23, 2020, the Company's Board of Director determined the performance criteria had been met with respect to 18,750 additional shares.