Natera, Inc. — Director's Dealing 2020

Sep 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2020-09-22

Reporting Person: Rabinowitz Matthew (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-22	Common Stock	M	400	—	Acquired	572516	Direct
2020-09-23	Common Stock	S	141	$63.3075	Disposed	572375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-22	Restricted Stock Unit	$	M	400	Disposed		Common Stock (400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	540000	Indirect
Common Stock	613496	Indirect

Footnotes

F1: Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting March 22, 2020.

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 withholding and remittance obligations in connection with the vesting of RSUs. The Reporting Person is subject to a Lock-Up Letter Agreement. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.9601 to $63.31 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: These reported shares are subject to restrictions in a Lock-Up Letter Agreement that expire on November 10, 2020.

F6: 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.

F7: 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.

F8: The RSUs vest over four years. 25% of the RSUs vest on March 22, 2019 and the remaining shares vest in 12 equal quarterly installments thereafter.