X0306 4 2020-06-21 0 0001604821 Natera, Inc. NTRA 0001711968 Chapman Steven Leonard C/O NATERA, INC., 201 INDUSTRIAL ROAD SUITE 410 SAN CARLOS CA 94070 1 1 0 0 Chief Executive Officer Common Stock 2020-06-21 4 M 0 1117 A 26415 D Common Stock 2020-06-22 4 M 0 181 A 26596 D Common Stock 2020-06-22 4 M 0 3125 A 29721 D Common Stock 2020-06-22 4 S 0 558 46.47 D 29163 D Common Stock 2020-06-22 4 M 0 31250 13.01 A 60413 D Common Stock 2020-06-22 4 S 0 4753 43.8869 D 55660 D Common Stock 2020-06-22 4 S 0 28496 45.0727 D 27164 D Common stock 2020-06-22 4 S 0 5547 46.0360 D 21617 D Common Stock 2020-06-23 4 S 0 92 45.5113 D 21525 D Common Stock 2020-06-23 4 S 0 1579 45.5102 D 19946 D Restricted Stock Unit 2020-06-21 4 M 0 1117 0 D Common Stock 1117 3352 D Restricted Stock Unit 2020-06-22 4 M 0 181 0 D Common Stock 181 2002 D Restricted Stock Unit 2020-06-22 4 M 0 3125 0 D Common Stock 3125 34375 D Stock Option (right to buy) 13.01 2020-06-22 4 M 0 31250 0 D 2020-01-10 Common Stock 31250 131250 D Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting March 21, 2018. Each RSU represents a contingent right to receive one share of the common stock of the issuer. Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting March 22, 2020. The sale of shares was effected in order to satisfy tax liabilities due at the time of vesting. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 15, 2020. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.38 to $44.38 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.485 to $45.45 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.59 to $46.47 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.51 to $45.6274 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.51 to $45.5275 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. The RSUs vest over four years. 25% of the RSUs vest on March 21, 2018 and the remaining shares vest in 12 equal quarterly installments thereafter. 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. 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 June 8, 2020, the Company's Board of Director determined the performance criteria had been met with respect to 62,500 additional shares. /s/ Tami Chen, attorney-in-fact 2020-06-23