Natera, Inc. — Director's Dealing 2020

Jun 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2020-06-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-21	Common Stock	M	1117	—	Acquired	26415	Direct
2020-06-22	Common Stock	M	181	—	Acquired	26596	Direct
2020-06-22	Common Stock	M	3125	—	Acquired	29721	Direct
2020-06-22	Common Stock	S	558	$46.47	Disposed	29163	Direct
2020-06-22	Common Stock	M	31250	$13.01	Acquired	60413	Direct
2020-06-22	Common Stock	S	4753	$43.8869	Disposed	55660	Direct
2020-06-22	Common Stock	S	28496	$45.0727	Disposed	27164	Direct
2020-06-22	Common stock	S	5547	$46.0360	Disposed	21617	Direct
2020-06-23	Common Stock	S	92	$45.5113	Disposed	21525	Direct
2020-06-23	Common Stock	S	1579	$45.5102	Disposed	19946	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-21	Restricted Stock Unit	$	M	1117	Disposed		Common Stock (1117)	Direct
2020-06-22	Restricted Stock Unit	$	M	181	Disposed		Common Stock (181)	Direct
2020-06-22	Restricted Stock Unit	$	M	3125	Disposed		Common Stock (3125)	Direct
2020-06-22	Stock Option (right to buy)	$13.01	M	31250	Disposed	2020-01-10	Common Stock (31250)	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 liabilities due at the time of vesting.

F5: 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.38 to $44.38 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 $44.485 to $45.45 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 $45.59 to $46.47 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.51 to $45.6274 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.51 to $45.5275 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.

F11: 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.

F12: 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.

F13: 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.