Matthew Rabinowitz - Sep 9, 2021 Form 4 Insider Report for Natera, Inc. (NTRA)

Role: EXECUTIVE CHAIRMAN, Director
Signature: /s/ Tami Chen, Attorney-in-Fact
Stock symbol: NTRA
Transactions as of: Sep 9, 2021
Transactions value $: -$104,707
Form type: 4
Date filed: 9/13/2021, 08:34 PM
Previous filing: Jul 15, 2021
Next filing: Sep 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NTRA	Common Stock	Options Exercise		+2.82K	+0.49%		583K	Sep 9, 2021	Direct	F1
transaction	NTRA	Common Stock	Sale	-$105K	-876	-0.15%	$119.53	582K	Sep 10, 2021	Direct	F2, F3
holding	NTRA	Common Stock						613K	Sep 9, 2021	Matthew Rabinowitz Grantor Retained Annuity Trust	F3, F4
holding	NTRA	Common Stock						40K	Sep 9, 2021	RMDM Trust	F3, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NTRA	Restricted Stock Unit	Options Exercise	$0	-2.82K	-33.33%	$0.00	5.64K	Sep 9, 2021	Common Stock	2.82K		Direct	F1, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 in compliance with Rule 10b5-1. The Reporting Person is subject to a Lock-up Letter Agreement that expires on September 19, 2021. The sale of these shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.
F3	These reported shares are subject to restrictions in the Lock-Up Letter Agreement.
F4	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.
F5	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.
F6	The RSUs vest over four years. 25% of the RSUs vested on March 9, 2019 and the remaining shares vest in 12 equal quarterly installments thereafter.