Natera, Inc. — Director's Dealing 2021

Jan 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2021-01-04

Reporting Person: Chapman Steven Leonard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-04	Common Stock	M	3125	—	Acquired	38722	Direct
2021-01-04	Common Stock	M	335	$10.41	Acquired	39057	Direct
2021-01-04	Common Stock	M	104	$10.73	Acquired	39161	Direct
2021-01-04	Common Stock	M	153	$9.29	Acquired	39314	Direct
2021-01-04	Common Stock	M	313	$13.01	Acquired	39627	Direct
2021-01-04	Common Stock	M	1875	$13.01	Acquired	41502	Direct
2021-01-04	Common Stock	M	313	$20.27	Acquired	41815	Direct
2021-01-04	Common Stock	M	239	$25.46	Acquired	42054	Direct
2021-01-04	Common Stock	S	1558	$99.49	Disposed	40496	Direct
2021-01-04	Common Stock	S	3332	$99.49	Disposed	37164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-04	Restricted Stock Unit	$	M	3125	Disposed		Common Stock (3125)	Direct
2021-01-04	Stock Option (right to buy)	$10.41	M	335	Disposed	2027-06-08	Common Stock (335)	Direct
2021-01-04	Stock Option (right to buy)	$10.73	M	104	Disposed	2027-07-13	Common Stock (104)	Direct
2021-01-04	Stock Option (right to buy)	$9.29	M	153	Disposed	2028-03-08	Common Stock (153)	Direct
2021-01-04	Stock Option (right to buy)	$13.01	M	313	Disposed	2029-01-10	Common Stock (313)	Direct
2021-01-04	Stock Option (right to buy)	$13.01	M	1875	Disposed	2029-01-10	Common Stock (1875)	Direct
2021-01-04	Stock Option (right to buy)	$20.27	M	313	Disposed	2029-04-11	Common Stock (313)	Direct
2021-01-04	Stock Option (right to buy)	$25.46	M	239	Disposed	2030-03-26	Common Stock (239)	Direct

Footnotes

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

F2: Each RSU represents a contingent right to receive one share of the common stock of the issuer.

F3: The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs pursuant to Rule 10b5-1.

F4: The sales reported in this Form 4 effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 16, 2020.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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 Director determined the performance criteria had been met with respect to 18,750 additional shares.

F11: 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.

F12: 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 Director determined the performance criteria had been met with respect to 37,500 shares.