X0306 4 2020-03-27 0 0001604821 Natera, Inc. NTRA 0001697362 Brophy Michael Burkes C/O NATERA, INC., 201 INDUSTRIAL ROAD SUITE 410 SAN CARLOS CA 94070 0 1 0 0 Chief Financial Officer Restricted Stock Units 2020-03-27 4 A 0 36666 0 A Common Stock 36666 36666 D Restricted Stock Units 2020-03-27 4 A 0 36666 0 A Common Stock 36666 36666 D Restricted Stock Units 2020-03-27 4 A 0 35000 0 A Common Stock 35000 35000 D Each RSU represents a contingent right to receive one share of common stock of the issuer. The RSU shall vest when the Issuer has achieved $500 million in annual revenue. The RSU vest over four years. 25% of the RSUs vest on March 27, 2021 and the remaining shares vest in 12 equal quarterly installments thereafter. The RSU 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 RSU shall vest upon the Issuer's stock price equaling or exceeding the quotient of (i) $4,000,000,000 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. /s/ Tami Chen, attorney-in-fact 2020-03-31