Natera, Inc. — Director's Dealing 2021

Jul 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2021-07-02

Reporting Person: Chapman Steven Leonard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-02	Common Stock	M	3125	—	Acquired	77755	Direct
2021-07-02	Common Stock	M	9375	—	Acquired	87130	Direct
2021-07-06	Common Stock	S	1558	$118.59	Disposed	85572	Direct
2021-07-06	Common Stock	M	2404	$9.29	Acquired	87976	Direct
2021-07-06	Common Stock	M	2370	$13.01	Acquired	90346	Direct
2021-07-06	Common Stock	M	8203	$13.01	Acquired	98549	Direct
2021-07-06	Common Stock	M	2370	$20.27	Acquired	100919	Direct
2021-07-06	Common Stock	M	4922	$25.46	Acquired	105841	Direct
2021-07-06	Common Stock	M	27	$10.73	Acquired	105868	Direct
2021-07-06	Common Stock	S	6045	$116.4325	Disposed	99823	Direct
2021-07-06	Common Stock	S	13543	$117.1280	Disposed	86280	Direct
2021-07-06	Common Stock	S	708	$118.3725	Disposed	85572	Direct
2021-07-06	Common Stock	S	2835	$116.5901	Disposed	82737	Direct
2021-07-06	Common Stock	S	3126	$117.2364	Disposed	79611	Direct
2021-07-06	Common Stock	S	17	$118.59	Disposed	79594	Direct
2021-07-07	Common Stock	S	4633	$117.98	Disposed	74961	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-02	Restricted Stock Unit	$	M	3125	Disposed		Common Stock (3125)	Direct
2021-07-02	Restricted Stock Unit	$	M	9375	Disposed		Common Stock (9375)	Direct
2021-07-06	Stock Option (right to buy)	$9.29	M	2404	Disposed	2028-03-08	Common Stock (2404)	Direct
2021-07-06	Stock Option (right to buy)	$13.01	M	2370	Disposed	2029-01-10	Common Stock (2370)	Direct
2021-07-06	Stock Option (right to buy)	$13.01	M	8203	Disposed	2029-01-10	Common Stock (8203)	Direct
2021-07-06	Stock Option (right to buy)	$20.27	M	2370	Disposed	2029-04-11	Common Stock (2370)	Direct
2021-07-06	Stock Option (right to buy)	$25.46	M	4922	Disposed	2030-03-26	Common Stock (4922)	Direct
2021-07-06	Stock Option (right to buy)	$10.73	M	27	Disposed	2027-07-13	Common Stock (27)	Direct

Footnotes

F1: Represents the partial vesting and settlement of Restricted Stock Units ("RSUs") starting January 2, 2020.

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

F3: Represents the partial vesting and settlement of RSUs starting October 1, 2020.

F4: 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.

F5: 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

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.75 to $116.74 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 $116.76 to $117.6150 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 $117.82 to $118.59 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 $115.91 to $116.90 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 $116.97 to $117.57 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.

F11: 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.

F12: On March 27, 2020, the Reporting Person was granted a RSU, which vests in three tranches upon the Reporting Person achieving certain milestones relating to a combination of the passage of time and the Issuer's stock price. On July 2, 2021, the Issuer's Board of Directors determined that the milestone for the second tranche was satisfied, resulting in the vesting of the reported shares of common stock under the RSU.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: The option shares are fully vested and may be exercised at any time.