Natera, Inc. — Director's Dealing 2021

Sep 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2021-09-09

Reporting Person: Brophy Michael Burkes (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-09	Common Stock	M	3021	—	Acquired	100776	Direct
2021-09-09	Common Stock	M	12500	—	Acquired	113276	Direct
2021-09-10	Common Stock	S	6188	$119.5285	Disposed	107088	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-09	Restricted Stock Unit	$	M	3021	Disposed		Common Stock (3021)	Direct
2021-09-09	Restricted Stock Unit	$	M	12500	Disposed		Common Stock (12500)	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 in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs in compliance with Rule 10b5-1. The Reporting Person is subject to a Lock-up Letter Agreement that expires on September 19, 2021. The sale of these shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

F3: These reported shares are subject to restrictions in the Lock-Up Letter Agreement.

F4: The RSUs vest over four years. 25% of the RSUs vested on March 9, 2019 and the remaining shares vest in 12 equal quarterly installments thereafter.

F5: On March 22, 2019, the Reporting Person was granted RSUs covering 100,000 shares of Common Stock which vests in tranches 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. On September 9, 2021, the criteria was satisfied for the vesting of RSUs covering 12,500 shares of Common Stock.