Natera, Inc. — Director's Dealing 2021

Oct 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2021-10-02

Reporting Person: Chapman Steven Leonard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-02	Common Stock	M	3125	—	Acquired	41196	Direct
2021-10-04	Common Stock	S	1831	$108.2042	Disposed	39365	Direct
2021-10-04	Common Stock	S	500	$109.26	Disposed	38865	Direct
2021-10-04	Common Stock	S	154	$111.54	Disposed	38711	Direct
2021-10-04	Common Stock	M	2084	$13.01	Acquired	40795	Direct
2021-10-04	Common Stock	M	2084	$20.27	Acquired	42879	Direct
2021-10-04	Common Stock	S	1784	$107.8869	Disposed	41095	Direct
2021-10-04	Common Stock	S	1870	$108.8050	Disposed	39225	Direct
2021-10-04	Common Stock	S	256	$110.2430	Disposed	38969	Direct
2021-10-04	Common Stock	S	258	$111.54	Disposed	38711	Direct
2021-10-04	Common Stock	S	1084	$105.8759	Disposed	11812	Indirect
2021-10-04	Common Stock	S	5139	$106.9660	Disposed	6673	Indirect
2021-10-04	Common Stock	S	4966	$108.0664	Disposed	1707	Indirect
2021-10-04	Common Stock	S	1239	$108.8064	Disposed	468	Indirect
2021-10-04	Common Stock	S	431	$110.2314	Disposed	37	Indirect
2021-10-04	Common Stock	S	37	$111.54	Disposed	0	Indirect
2021-10-05	Common Stock	S	1608	$110.91	Disposed	37103	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-02	Restricted Stock Unit	$	M	3125	Disposed		Common Stock (3125)	Direct
2021-10-04	Stock Option (right to buy)	$13.01	M	2084	Disposed	2029-01-10	Common Stock (2084)	Direct
2021-10-04	Stock Option (right to buy)	$20.27	M	2084	Disposed	2029-04-11	Common Stock (2084)	Direct

Footnotes

F1: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

F2: The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 24, 2021.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.59 to $108.57 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.05 to $109.60 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 sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2021, as amended on May 14, 2021

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.48 to $108.42 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 $108.49 to $109.23 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 $110.15 to $110.65 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 sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Rosewood Trust on August 13, 2021.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.39 to $106.2450 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 Rosewood Trust is an irrevocable spendthrift trust for the benefit of the Reporting Person and other discretionary beneficiaries, pursuant to Nevada Revised Statutes Chapter 166. Under the Rosewood Trust, the Reporting Person has no enforceable rights to distributions. The Rosewood Trust is a fully discretionary trust and the distribution decisions for the Rosewood Trust are vested in a committee. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.4550 to $107.43 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.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.5550 to $108.52 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.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.5950 to $109.14 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.

F15: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.6250 to $110.47 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.

F16: The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs in compliance with Rule 10b5-1.

F17: The RSUs vest over four years. 25% of the RSUs vested on January 2, 2020 and the remaining shares vest in 12 equal quarterly installments thereafter.

F18: The option shares vest over four years. 25% of the option shares vested and became exercisable on January 2, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.

F19: The option shares vest over four years. 25% of the option shares vested and became exercisable on March 22, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.