Natera, Inc. — Director's Dealing 2022

Jan 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2022-01-02

Reporting Person: Chapman Steven Leonard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-02	Common Stock	M	3125	—	Acquired	48740	Direct
2022-01-03	Common Stock	M	3052	$9.29	Acquired	51792	Direct
2022-01-03	Common Stock	M	4072	$13.01	Acquired	55864	Direct
2022-01-03	Common Stock	M	2084	$20.27	Acquired	57948	Direct
2022-01-03	Common Stock	M	18750	$25.46	Acquired	76698	Direct
2022-01-03	Common Stock	S	2260	$86.2154	Disposed	74438	Direct
2022-01-03	Common Stock	S	12890	$87.8182	Disposed	61548	Direct
2022-01-03	Common Stock	S	10005	$88.4361	Disposed	51543	Direct
2022-01-03	Common Stock	S	1493	$89.2864	Disposed	50050	Direct
2022-01-03	Common Stock	S	1310	$90.8283	Disposed	48740	Direct
2022-01-03	Common Stock	S	1209	$91.52	Disposed	47531	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-02	Restricted Stock Unit	$	M	3125	Disposed		Common Stock (3125)	Direct
2022-01-03	Stock Option (right to buy)	$9.29	M	3052	Disposed	2028-03-08	Common Stock (3052)	Direct
2022-01-03	Stock Option (right to buy)	$13.01	M	4072	Disposed	2029-01-10	Common Stock (4072)	Direct
2022-01-03	Stock Option (right to buy)	$20.27	M	2084	Disposed	2029-04-11	Common Stock (2084)	Direct
2022-01-03	Stock Option (right to buy)	$25.46	M	18750	Disposed	2030-03-26	Common Stock (18750)	Direct

Footnotes

F1: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

F2: The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2021, as amended on May 14, 2021.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.73 to $86.69 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.11 to $88.09 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.11 to $89.10 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.12 to $89.61 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 $90.70 to $91.10 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 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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.