Natera, Inc. — Director's Dealing 2020

Jul 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2020-07-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-02	Common Stock	M	3125	—	Acquired	27675	Direct
2020-07-02	Common Stock	M	9376	$13.01	Acquired	37051	Direct
2020-07-02	Common Stock	S	5878	$48.6999	Disposed	31173	Direct
2020-07-02	Common Stock	S	5800	$49.4167	Disposed	25373	Direct
2020-07-06	Common Stock	S	1559	$48.36	Disposed	23814	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-02	Restricted Stock Unit	$	M	3125	Disposed		Common Stock (3125)	Direct
2020-07-02	Stock Option (right to buy)	$13.01	M	9376	Disposed	2020-01-10	Common Stock (9376)	Direct

Footnotes

F1: Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting January 2, 2020.

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

F3: 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.22 to $49.13 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.247 to $50.00 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 sale of shares was effected in order to satisfy tax liabilities due at the time of vesting.

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.

F8: 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 8, 2020, the Company's Board of Director determined the performance criteria had been met with respect to 62,500 additional shares.