Natera, Inc. — Director's Dealing 2021

Jan 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2021-01-22

Reporting Person: Chapman Steven Leonard (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-22	Restricted Stock Units	$	A	28393	Acquired		Common Stock (28393)	Direct
2021-01-22	Restricted Stock Units	$	A	28393	Acquired		Common Stock (28393)	Direct
2021-01-22	Restricted Stock Units	$	A	75000	Acquired		Common Stock (75000)	Direct
2021-01-22	Stock Option (right to buy)	$119.75	A	150000	Acquired	2031-01-21	Common Stock (150000)	Direct

Footnotes

F1: Each Restricted Stock Unit ("RSUs") represents a contingent right to receive one share of common stock of the Issuer.

F2: The RSUs vest over four years. 25% of the RSUs vest on January 21, 2022 and the remaining shares vest in 12 equal quarterly installments thereafter.

F3: The RSUs shall vest when the Issuer has achieved a specified annual revenue.

F4: The RSUs vest 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. 50% of the RSU shall vest upon the Issuer's stock price equaling or exceeding the quotient of (i) a specified market capitalization and (ii) the Issuer's outstanding shares as reported on the date of grant (the "Milestone"). Upon the trading day that is nine (9) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the RSU shall vest. Upon the trading day that is fifteen (15) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the RSU shall vest.

F5: 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. 50% of the option shall vest upon the Issuer's stock price equaling or exceeding the quotient of (i) a specified market capitalization and (ii) the Issuer's outstanding shares as reported on the date of grant (the "Milestone"). Upon the trading day that is nine (9) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the option shall vest. Upon the trading day that is fifteen (15) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the option shall vest.