Form 4 for NTRA Natera, Inc.
Accepted 2021-09-10 00:00:00 ET · period of report 2021-09-09 · accession 0001415889-21-004361 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-09-10 | 2021-09-09+ | NTRA | Chapman Steven Leonard | CEO AND Pres, Dir | M - OptEx | $15.53 | +89.7K | 132.7K | +209% | +$1.39M |
| DMI | 2021-09-10 | 2021-09-10 | NTRA | Chapman Steven Leonard | CEO AND Pres, Dir | S - Sale+OE | $119.65 | -10.1K | 19.0K | -35% | -$1.21M |
| DM | 2021-09-10 | 2021-09-10 | NTRA | Chapman Steven Leonard | CEO AND Pres, Dir | S - Sale+OE | $119.72 | -80.8K | 125.2K | -39% | -$9.68M |
| DM | 2021-09-10 | 2021-09-09+ | NTRA | Chapman Steven Leonard | CEO AND Pres, Dir | M - OptEx | $0.00 | -89.7K | 4,593 | -95% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-09-10 | M | A | 5,325 | $13.01 | 74,529 | D | — | — | |
| 2 | Common | Common Stock | 2021-09-10 | S | D | 1,707 | $118.18 | 21,331 | I by Rosewood Trust | — | — | (F12) 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. (F13) 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. (F14) 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. |
| 3 | Common | Common Stock | 2021-09-09 | M | A | 2,296 | — | 54,219 | D | — | — | (F1) Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting on March 19, 2019. (F2) Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. (F3) Excludes 23,038 shares previously reported as owned directly which have been transferred to the Rosewood Trust. |
| 4 | Common | Common Stock | 2021-09-10 | S | D | 42,022 | $120.12 | 68,605 | D | — | — | (F6) 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. (F9) 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. |
| 5 | Common | Common Stock | 2021-09-10 | S | D | 14,609 | $118.96 | 110,627 | D | — | — | (F6) 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. (F8) 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. |
| 6 | Common | Common Stock | 2021-09-10 | M | A | 8,337 | $9.29 | 69,204 | D | — | — | |
| 7 | Common | Common Stock | 2021-09-10 | M | A | 25 | $10.73 | 60,867 | D | — | — | |
| 8 | Common | Common Stock | 2021-09-10 | S | D | 9,002 | $119.53 | 60,842 | D | — | — | (F5) 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. |
| 9 | Common | Common Stock | 2021-09-09 | M | A | 15,625 | — | 69,844 | D | — | — | (F4) Represents the full vesting and settlement of RSUs (F2) Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. |
| 10 | Common | Common Stock | 2021-09-10 | S | D | 7,763 | $120.76 | 60,842 | D | — | — | (F6) 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. (F10) 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. (F11) These reported shares are subject to restrictions in the Lock-Up Letter Agreement. |
| 11 | Common | Common Stock | 2021-09-10 | S | D | 127 | $120.84 | 12,896 | I by Rosewood Trust | — | — | (F12) 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. (F17) 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. (F11) These reported shares are subject to restrictions in the Lock-Up Letter Agreement. (F14) 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. |
| 12 | Common | Common Stock | 2021-09-10 | S | D | 5,989 | $120.28 | 13,023 | I by Rosewood Trust | — | — | (F12) 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. (F16) 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. (F14) 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. |
| 13 | Common | Common Stock | 2021-09-10 | S | D | 2,319 | $119.03 | 19,012 | I by Rosewood Trust | — | — | (F12) 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. (F15) 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. (F14) 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. |
| 14 | Common | Common Stock | 2021-09-10 | M | A | 38,867 | $13.01 | 113,396 | D | — | — | |
| 15 | Common | Common Stock | 2021-09-10 | M | A | 5,325 | $20.27 | 118,721 | D | — | — | |
| 16 | Common | Common Stock | 2021-09-10 | M | A | 4,570 | $25.46 | 123,291 | D | — | — | |
| 17 | Common | Common Stock | 2021-09-10 | M | A | 9,375 | $25.46 | 132,666 | D | — | — | |
| 18 | Common | Common Stock | 2021-09-10 | S | D | 7,430 | $118.10 | 125,236 | D | — | — | (F6) 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. (F7) 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. |
| 19 | Derivative | Stock Option (right to buy) | 2021-09-10 | M | D | 38,867 | $0.00 | 0 | D | $13.01 · — to 2029-01-10 | 38,867 Common Stock | (F20) 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. |
| 20 | Derivative | Stock Option (right to buy) | 2021-09-10 | M | D | 25 | $0.00 | 0 | D | $10.73 · — to 2027-07-13 | 25 Common Stock | (F21) The option shares are fully vested and may be exercised at any time. |
| 21 | Derivative | Stock Option (right to buy) | 2021-09-10 | M | D | 8,337 | $0.00 | 18,315 | D | $9.29 · — to 2028-03-08 | 8,337 Common Stock | (F22) 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. |
| 22 | Derivative | Stock Option (right to buy) | 2021-09-10 | M | D | 5,325 | $0.00 | 33,334 | D | $13.01 · — to 2029-01-10 | 5,325 Common Stock | (F23) 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. |
| 23 | Derivative | Stock Option (right to buy) | 2021-09-10 | M | D | 5,325 | $0.00 | 39,584 | D | $20.27 · — to 2029-04-11 | 5,325 Common Stock | (F24) 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. |
| 24 | Derivative | Stock Option (right to buy) | 2021-09-10 | M | D | 4,570 | $0.00 | 18,750 | D | $25.46 · — to 2030-03-26 | 4,570 Common Stock | (F23) 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. |
| 25 | Derivative | Restricted Stock Unit | 2021-09-09 | M | D | 15,625 | $0.00 | 0 | D | — · — to — | 15,625 Common Stock | (F2) Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. (F19) 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. |
| 26 | Derivative | Stock Option (right to buy) | 2021-09-10 | M | D | 9,375 | $0.00 | 18,750 | D | $25.46 · — to 2030-03-26 | 9,375 Common Stock | (F25) 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. |
| 27 | Derivative | Restricted Stock Unit | 2021-09-09 | M | D | 2,296 | $0.00 | 4,593 | D | — · — to — | 2,296 Common Stock | (F2) Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. (F18) 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. |