Natera, Inc. — Director's Dealing 2020

Mar 31, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2020-03-27

Reporting Person: Brophy Michael Burkes (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-27	Restricted Stock Units	$	A	36666	Acquired		Common Stock (36666)	Direct
2020-03-27	Restricted Stock Units	$	A	36666	Acquired		Common Stock (36666)	Direct
2020-03-27	Restricted Stock Units	$	A	35000	Acquired		Common Stock (35000)	Direct

Footnotes

F1: Each RSU represents a contingent right to receive one share of common stock of the issuer.

F2: The RSU shall vest when the Issuer has achieved $500 million in annual revenue.

F3: The RSU vest over four years. 25% of the RSUs vest on March 27, 2021 and the remaining shares vest in 12 equal quarterly installments thereafter.

F4: The RSU vests 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. 50% of the RSU shall vest upon the Issuer's stock price equaling or exceeding the quotient of (i) $4,000,000,000 and (ii) the Issuer's outstanding shares as reported on the date of grant (the "Milestone"). Upon the trading day that is nine (9) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the RSU shall vest. Upon the trading day that is fifteen (15) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the RSU shall vest.