Natera, Inc. — Director's Dealing 2023

Oct 25, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2023-10-20

Reporting Person: Sheena Jonathan (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-20	Common Stock	M	190	—	Acquired	484935	Direct
2023-10-21	Common Stock	M	143	—	Acquired	485078	Direct
2023-10-23	Common Stock	S	102	$40.3904	Disposed	484976	Direct
2023-10-23	Common Stock	S	233	$40.1035	Disposed	484743	Direct
2023-10-23	Common Stock	S	500	$40.0370	Disposed	22655	Indirect
2023-10-23	Common Stock	S	500	$40.0370	Disposed	22655	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-10-20	Restricted Stock Unit	$	M	190	Disposed		Common Stock (190)	Direct
2023-10-21	Restricted Stock Unit	$	M	143	Disposed		Common Stock (143)	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 in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs and in compliance with Rule 10b5-1.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2022. The Reporting Person is subject to a Lock-up Letter Agreement that expires on November 5, 2023. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.9950 to $40.1850 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: These reported shares are subject to restrictions in the Lock-Up Letter Agreement.

F6: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2023. The Reporting Person is subject to a Lock-up Letter Agreement that expires on November 5, 2023. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.1850 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: Held for the benefit of the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership over such securities.

F9: The RSUs vest over four years. 25% of the RSUs vested on January 20, 2023 and the remaining shares vest in 12 equal quarterly installments thereafter.

F10: The RSUs vest over four years. 25% of the RSUs vested on January 21, 2022 and the remaining shares vest in 12 equal quarterly installments thereafter