Natera, Inc. — Director's Dealing 2021

Sep 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Chapman Steven Leonard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-09	Common Stock	M	2296	—	Acquired	54219	Direct
2021-09-09	Common Stock	M	15625	—	Acquired	69844	Direct
2021-09-10	Common Stock	S	9002	$119.5285	Disposed	60842	Direct
2021-09-10	Common Stock	M	25	$10.73	Acquired	60867	Direct
2021-09-10	Common Stock	M	8337	$9.29	Acquired	69204	Direct
2021-09-10	Common Stock	M	5325	$13.01	Acquired	74529	Direct
2021-09-10	Common Stock	M	38867	$13.01	Acquired	113396	Direct
2021-09-10	Common Stock	M	5325	$20.27	Acquired	118721	Direct
2021-09-10	Common Stock	M	4570	$25.46	Acquired	123291	Direct
2021-09-10	Common Stock	M	9375	$25.46	Acquired	132666	Direct
2021-09-10	Common Stock	S	7430	$118.1024	Disposed	125236	Direct
2021-09-10	Common Stock	S	14609	$118.9597	Disposed	110627	Direct
2021-09-10	Common Stock	S	42022	$120.1219	Disposed	68605	Direct
2021-09-10	Common Stock	S	7763	$120.7551	Disposed	60842	Direct
2021-09-10	Common Stock	S	1707	$118.1755	Disposed	21331	Indirect
2021-09-10	Common Stock	S	2319	$119.0266	Disposed	19012	Indirect
2021-09-10	Common Stock	S	5989	$120.2844	Disposed	13023	Indirect
2021-09-10	Common Stock	S	127	$120.8437	Disposed	12896	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-09	Restricted Stock Unit	$	M	2296	Disposed		Common Stock (2296)	Direct
2021-09-09	Restricted Stock Unit	$	M	15625	Disposed		Common Stock (15625)	Direct
2021-09-10	Stock Option (right to buy)	$13.01	M	38867	Disposed	2029-01-10	Common Stock (38867)	Direct
2021-09-10	Stock Option (right to buy)	$10.73	M	25	Disposed	2027-07-13	Common Stock (25)	Direct
2021-09-10	Stock Option (right to buy)	$9.29	M	8337	Disposed	2028-03-08	Common Stock (8337)	Direct
2021-09-10	Stock Option (right to buy)	$13.01	M	5325	Disposed	2029-01-10	Common Stock (5325)	Direct
2021-09-10	Stock Option (right to buy)	$20.27	M	5325	Disposed	2029-04-11	Common Stock (5325)	Direct
2021-09-10	Stock Option (right to buy)	$25.46	M	4570	Disposed	2030-03-26	Common Stock (4570)	Direct
2021-09-10	Stock Option (right to buy)	$25.46	M	9375	Disposed	2030-03-26	Common Stock (9375)	Direct

Footnotes

F1: Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting on March 19, 2019.

F2: Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

F3: Excludes 23,038 shares previously reported as owned directly which have been transferred to the Rosewood Trust.

F4: Represents the full vesting and settlement of RSUs

F5: 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.

F6: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2021 as amended on May 14, 2021. The Reporting Person is subject to a Lock-up Letter Agreement that expires on September 19, 2021. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.5050 to $118.50 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 $118.52 to $119.41 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 $119.60 to $120.58 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 $120.60 to $121.07 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: These reported shares are subject to restrictions in the Lock-Up Letter Agreement.

F12: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Rosewood Trust on August 13, 2021. The Reporting Person is subject to a Lock-up Letter Agreement that expires on September 19, 2021. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.63 to $118.64 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 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.

F15: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.6550 to $119.5250 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.83 to $120.82 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.

F17: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.83 to $120.8550 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.

F18: 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.

F19: On January 11, 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 15,625 shares of Common Stock.

F20: This option vested and became exercisable 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. As of September 9, 2021, the criteria was satisfied with respect to 31,250 additional shares.

F21: The option shares are fully vested and may be exercised at any time.

F22: The option shares vest over four years. 25% of the option shares vested and became exercisable on March 9, 2019 and the remaining shares vest in 36 equal monthly installments thereafter.

F23: 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.

F24: 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.

F25: The option became exercisable 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.