Natera, Inc. — Director's Dealing 2020

Jan 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2020-01-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-16	Common Stock	M	9818	$9.59	Acquired	32540	Direct
2020-01-16	Common Stock	M	15641	$10.41	Acquired	48181	Direct
2020-01-16	Common Stock	M	7292	$10.73	Acquired	55473	Direct
2020-01-16	Common Stock	M	21367	$9.29	Acquired	76840	Direct
2020-01-16	Common Stock	M	25000	$13.01	Acquired	101840	Direct
2020-01-16	Common Stock	M	37500	$13.01	Acquired	139340	Direct
2020-01-16	Common Stock	S	116618	$35.00	Disposed	22722	Direct
2020-01-16	Common Stock	S	22722	$35.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-16	Stock Option (right to buy)	$9.59	M	9818	Disposed	2026-04-07	Common Stock (9818)	Direct
2020-01-16	Stock Option (right to buy)	$10.41	M	15641	Disposed	2027-06-08	Common Stock (15641)	Direct
2020-01-16	Stock Option (right to buy)	$10.73	M	7292	Disposed	2027-07-13	Common Stock (7292)	Direct
2020-01-16	Stock Option (right to buy)	$9.29	M	21367	Disposed	2028-03-08	Common Stock (21367)	Direct
2020-01-16	Stock Option (right to buy)	$13.01	M	25000	Disposed	2029-01-10	Common Stock (25000)	Direct
2020-01-16	Stock Option (right to buy)	$13.01	M	37500	Disposed	2029-01-11	Common Stock (37500)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 22, 2019.

F2: The option shares vest over four years. 25% of the option shares vest and become exercisable on April 1, 2017 and the remaining shares vest in 36 equal monthly installments thereafter.

F3: The option shares vest over four years. 25% of the option shares vest and become exercisable on March 21, 2018 and the remaining shares vest in 36 equal monthly installments thereafter.

F4: The option shares vest over four years. 25% of the option shares vest and become exercisable on March 12, 2018 and the remaining shares vest in 36 equal monthly installments thereafter.

F5: The option shares vest over four years. 25% of the option shares vest and become exercisable on March 9, 2019 and the remaining shares vest in 36 equal monthly installments thereafter.

F6: The option shares vest over four years. 25% of the option shares vest and become exercisable on January 2, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.

F7: 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 September 19, 2019, the Company's Board of Director determined the performance criteria had been met with respect to 37,500 shares.