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: 2020-09-21

Reporting Person: Brophy Michael Burkes (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-21	Common Stock	M	1117	—	Acquired	57347	Direct
2020-09-22	Common Stock	M	1077	—	Acquired	58424	Direct
2020-09-22	Common Stock	S	447	$62.69	Disposed	57977	Direct
2020-09-22	Common Stock	M	1625	$10.41	Disposed	59602	Direct
2020-09-22	Common Stock	S	40	$61.01	Disposed	59562	Direct
2020-09-22	Common Stock	S	1480	$63.2432	Disposed	58082	Direct
2020-09-22	Common Stock	S	105	$63.9533	Disposed	57997	Direct
2020-09-23	Common Stock	S	670	$63.31	Disposed	57307	Direct
2020-09-23	Common Stock	S	430	$63.3108	Disposed	56877	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-21	Restricted Stock Unit	$	M	1117	Disposed		Common Stock (1117)	Direct
2020-09-22	Restricted Stock Unit	$	M	1077	Disposed		Common Stock (1077)	Direct
2020-09-22	Stock Option (right to buy)	$10.41	M	1625	Disposed	2027-09-08	Common Stock (1625)	Direct

Footnotes

F1: Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting March 21, 2018.

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 Restricted Stock Units ("RSUs"), starting March 22, 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. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

F5: The sales reported in this Form 4 effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 31, 2019. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.69 to $63.67 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 $63.78 to $64.00 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.31 to $63.4283 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: These reported shares are subject to restrictions in a Lock-Up Letter Agreement that expire on November 10, 2020.

F10: The RSUs vest over four years. 25% of the RSUs vest on March 21, 2018 and the remaining shares vest in 12 equal quarterly installments thereafter.

F11: The RSUs vest over four years. 25% of the RSUs vest on March 22, 2020 and the remaining shares vest in 12 equal quarterly installments thereafter.

F12: 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. The exercise of this option is a permissible exemption under the terms of the Lock-Up Letter Agreement.