Natera, Inc. — Director's Dealing 2021

Feb 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2021-02-01

Reporting Person: Chapman Steven Leonard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Common Stock	M	525	$10.41	Acquired	37689	Direct
2021-02-01	Common Stock	M	198	$10.73	Acquired	37887	Direct
2021-02-01	Common Stock	M	443	$9.29	Acquired	38330	Direct
2021-02-01	Common Stock	M	281	$13.01	Acquired	38611	Direct
2021-02-01	Common Stock	M	1688	$13.01	Acquired	40299	Direct
2021-02-01	Common Stock	M	490	$20.27	Acquired	40789	Direct
2021-02-01	Common Stock	M	215	$25.46	Acquired	41004	Direct
2021-02-01	Common Stock	S	1926	$107.6985	Disposed	39078	Direct
2021-02-01	Common Stock	S	1914	$108.5433	Disposed	37164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-01	Stock Option (right to buy)	$10.41	M	525	Disposed	2027-06-08	Common Stock (525)	Direct
2021-02-01	Stock Option (right to buy)	$10.73	M	198	Disposed	2027-07-13	Common Stock (198)	Direct
2021-02-01	Stock Option (right to buy)	$9.29	M	443	Disposed	2028-03-08	Common Stock (443)	Direct
2021-02-01	Stock Option (right to buy)	$13.01	M	281	Disposed	2029-01-10	Common Stock (281)	Direct
2021-02-01	Stock Option (right to buy)	$13.01	M	1688	Disposed	2029-01-10	Common Stock (1688)	Direct
2021-02-01	Stock Option (right to buy)	$20.27	M	490	Disposed	2029-04-11	Common Stock (490)	Direct
2021-02-01	Stock Option (right to buy)	$25.46	M	215	Disposed	2030-03-26	Common Stock (215)	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 November 16, 2020.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.40 to $108.03 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 $108.05 to $108.82 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.

F4: The option shares vest over four years. 25% of the option shares vested and became exercisable on March 21, 2018 and the remaining shares vest in 36 equal monthly installments thereafter.

F5: The option shares vest over four years. 25% of the option shares vested and became exercisable on March 12, 2018 and the remaining shares vest in 36 equal monthly installments thereafter.

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 becomes exercisable, if at all, 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, based on the average closing price per share of the Issuer's common stock for a calendar month, calculated as of the last day of such calendar month. The first milestone is the Issuer's stock price equaling or exceeding the quotient of (i) $2,000,000,000 and (ii) the Issuer's outstanding shares as most recently reported on the Issuer's Form 10-Q or Form 10-K (the "Capitalization"). The second milestone is the Issuer's stock price equaling or exceeding the quotient of (i) $3,000,000,000 and (ii) the Capitalization (the "Performance Vesting Conditions"). As of December 18, 2020, the Company's Board of Directors determined the performance criteria had been met with respect to 18,750 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 October 1, 2020, the Company's Board of Directors determined the performance criteria had been met with respect to 37,500 shares.