0001415889-21-004361.txt : 20210910 0001415889-21-004361.hdr.sgml : 20210910 20210910213748 ACCESSION NUMBER: 0001415889-21-004361 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210909 FILED AS OF DATE: 20210910 DATE AS OF CHANGE: 20210910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chapman Steven Leonard CENTRAL INDEX KEY: 0001711968 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37478 FILM NUMBER: 211248412 MAIL ADDRESS: STREET 1: 201 INDUSTRIAL ROAD, SUITE 410 CITY: SAN CARLOS STATE: CA ZIP: 94070 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Natera, Inc. CENTRAL INDEX KEY: 0001604821 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 010894487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13011 MCCALLEN PASS STREET 2: BUILDING A SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78753 BUSINESS PHONE: 650-249-9090 MAIL ADDRESS: STREET 1: 13011 MCCALLEN PASS STREET 2: BUILDING A SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78753 4 1 form4-09102021_060937.xml X0306 4 2021-09-09 0001604821 Natera, Inc. NTRA 0001711968 Chapman Steven Leonard C/O NATERA, INC. 13011 MCCALLEN PASS BUILDING A SUITE 100 AUSTIN TX 78753 true true false false CEO AND PRESIDENT Common Stock 2021-09-09 4 M 0 2296 A 54219 D Common Stock 2021-09-09 4 M 0 15625 A 69844 D Common Stock 2021-09-10 4 S 0 9002 119.5285 D 60842 D Common Stock 2021-09-10 4 M 0 25 10.73 A 60867 D Common Stock 2021-09-10 4 M 0 8337 9.29 A 69204 D Common Stock 2021-09-10 4 M 0 5325 13.01 A 74529 D Common Stock 2021-09-10 4 M 0 38867 13.01 A 113396 D Common Stock 2021-09-10 4 M 0 5325 20.27 A 118721 D Common Stock 2021-09-10 4 M 0 4570 25.46 A 123291 D Common Stock 2021-09-10 4 M 0 9375 25.46 A 132666 D Common Stock 2021-09-10 4 S 0 7430 118.1024 D 125236 D Common Stock 2021-09-10 4 S 0 14609 118.9597 D 110627 D Common Stock 2021-09-10 4 S 0 42022 120.1219 D 68605 D Common Stock 2021-09-10 4 S 0 7763 120.7551 D 60842 D Common Stock 2021-09-10 4 S 0 1707 118.1755 D 21331 I by Rosewood Trust Common Stock 2021-09-10 4 S 0 2319 119.0266 D 19012 I by Rosewood Trust Common Stock 2021-09-10 4 S 0 5989 120.2844 D 13023 I by Rosewood Trust Common Stock 2021-09-10 4 S 0 127 120.8437 D 12896 I by Rosewood Trust Restricted Stock Unit 2021-09-09 4 M 0 2296 0 D Common Stock 2296 4593 D Restricted Stock Unit 2021-09-09 4 M 0 15625 0 D Common Stock 15625 0 D Stock Option (right to buy) 13.01 2021-09-10 4 M 0 38867 0 D 2029-01-10 Common Stock 38867 0 D Stock Option (right to buy) 10.73 2021-09-10 4 M 0 25 0 D 2027-07-13 Common Stock 25 0 D Stock Option (right to buy) 9.29 2021-09-10 4 M 0 8337 0 D 2028-03-08 Common Stock 8337 18315 D Stock Option (right to buy) 13.01 2021-09-10 4 M 0 5325 0 D 2029-01-10 Common Stock 5325 33334 D Stock Option (right to buy) 20.27 2021-09-10 4 M 0 5325 0 D 2029-04-11 Common Stock 5325 39584 D Stock Option (right to buy) 25.46 2021-09-10 4 M 0 4570 0 D 2030-03-26 Common Stock 4570 18750 D Stock Option (right to buy) 25.46 2021-09-10 4 M 0 9375 0 D 2030-03-26 Common Stock 9375 18750 D Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting on March 19, 2019. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. Excludes 23,038 shares previously reported as owned directly which have been transferred to the Rosewood Trust. Represents the full vesting and settlement of RSUs 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2021 as amended on May 14, 2021. The Reporting Person is subject to a Lock-up Letter Agreement that expires on September 19, 2021. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.5050 to $118.50 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 $118.52 to $119.41 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 $119.60 to $120.58 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 $120.60 to $121.07 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. These reported shares are subject to restrictions in the Lock-Up Letter Agreement. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Rosewood Trust on August 13, 2021. The Reporting Person is subject to a Lock-up Letter Agreement that expires on September 19, 2021. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.63 to $118.64 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 Rosewood 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 Rosewood Trust, the Reporting Person has no enforceable rights to distributions. The Rosewood Trust is a fully discretionary trust and the distribution decisions for the Rosewood Trust are vested in a committee. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.6550 to $119.5250 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 $119.83 to $120.82 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 $120.83 to $120.8550 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 vested on March 9, 2019 and the remaining shares vest in 12 equal quarterly installments thereafter. On January 11, 2019, the Reporting Person was granted RSUs covering 100,000 shares of common stock, which vests in tranches 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. On September 9, 2021, the criteria was satisfied for the vesting of RSUs covering 15,625 shares of Common Stock. This option vested and became exercisable 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. As of September 9, 2021, the criteria was satisfied with respect to 31,250 additional shares. The option shares are fully vested and may be exercised at any time. The option shares vest over four years. 25% of the option shares vested and became exercisable on March 9, 2019 and the remaining shares vest in 36 equal monthly installments thereafter. The option shares vest over four years. 25% of the option shares vested and became exercisable on January 2, 2020 and the remaining shares vest in 36 equal monthly installments thereafter. The option shares vest over four years. 25% of the option shares vested and became exercisable on March 22, 2020 and the remaining shares vest in 36 equal monthly installments thereafter. The option became exercisable 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. /s/ Tami Chen, Attorney-in-Fact 2021-09-10