Natera, Inc. — Director's Dealing 2023

Mar 25, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2023-03-22

Reporting Person: Rabinowitz Matthew (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-22	Common Stock	S	2484	$56.3215	Disposed	639803	Direct
2023-03-22	Common Stock	M	401	—	Acquired	640204	Direct
2023-03-23	Common Stock	S	120	$56.08	Disposed	640084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-22	Restricted Stock Unit	$	M	401	Disposed		Common Stock (401)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	613496	Indirect
Common Stock	420000	Indirect

Footnotes

F1: The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units ("RSUs") and in compliance with Rule 10b5-1.

F2: Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

F3: The Reporting Person is a trustee of the Matthew Rabinowitz Grantor Retained Annuity Trust and has voting and dispositive power with respect to the reported shares. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F4: The RMDM Trust is an irrevocable spendthrift trust for the benefit of the Reporting Person and other discretionary beneficiaries, pursuant to Nevada Revised Statutes Chapter 166. Under the RMDM Trust, the Reporting Person has no enforceable rights to distributions. The RMDM Trust is a fully discretionary trust and the distribution decisions for the RMDM Trust are vested in a committee. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F5:  The RSUs vest over four years. 25% of the RSUs vest on March 22, 2020 and the remaining shares vest in 12 equal quarterly installments thereafter.