Natera, Inc. — Director's Dealing 2021

Aug 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2021-08-12

Reporting Person: Chapman Steven Leonard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-12	Common Stock	M	25	$10.73	Acquired	74986	Direct
2021-08-12	Common Stock	M	5285	$9.29	Acquired	80271	Direct
2021-08-12	Common Stock	M	3242	$13.01	Acquired	83513	Direct
2021-08-12	Common Stock	M	7617	$13.01	Acquired	91130	Direct
2021-08-12	Common Stock	M	3242	$20.27	Acquired	94372	Direct
2021-08-12	Common Stock	M	4570	$25.46	Acquired	98942	Direct
2021-08-12	Common Stock	M	9375	$25.46	Acquired	108317	Direct
2021-08-12	Common Stock	S	9294	$101.2429	Disposed	99023	Direct
2021-08-12	Common Stock	S	24062	$101.8240	Disposed	74961	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-12	Stock Option (right to buy)	$10.73	M	25	Disposed	2027-07-13	Common Stock (25)	Direct
2021-08-12	Stock Option (right to buy)	$9.29	M	5285	Disposed	2028-03-08	Common Stock (5285)	Direct
2021-08-12	Stock Option (right to buy)	$13.01	M	3242	Disposed	2029-01-10	Common Stock (3242)	Direct
2021-08-12	Stock Option (right to buy)	$13.01	M	7617	Disposed	2029-01-10	Common Stock (7617)	Direct
2021-08-12	Stock Option (right to buy)	$20.27	M	3242	Disposed	2029-04-11	Common Stock (3242)	Direct
2021-08-12	Stock Option (right to buy)	$25.46	M	4570	Disposed	2030-03-26	Common Stock (4570)	Direct
2021-08-12	Stock Option (right to buy)	$25.46	M	9375	Disposed	2030-03-26	Common Stock (9375)	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 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.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.45. to $101.44 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.46 to $102.28 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: These reported shares are subject to restrictions in the Lock-Up Letter Agreement.

F5: The option shares are fully vested and may be exercised at any time.

F6: 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.

F7: 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.

F8: 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 March 9, 2021, the criteria was satisfied with respect to 31,250 additional shares.

F9: 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.

F10: The option 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. As of June 3, 2021, the Company's Board of Director determined the performance criteria had been met with respect to 18,750 additional shares.

F11: 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. As of July 1, 2021, the criteria was satisfied with respect to 18,750 additional shares.