Sec Form 4 Filing - Brophy Michael Burkes @ Natera, Inc. - 2019-03-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Brophy Michael Burkes
2. Issuer Name and Ticker or Trading Symbol
Natera, Inc. [ NTRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O NATERA, INC., 201 INDUSTRIAL ROAD, SUITE 410
3. Date of Earliest Transaction (MM/DD/YY)
03/21/2019
(Street)
SAN CARLOS, CA94070
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/21/2019 M 1,118 ( 1 ) A 11,348 D
Common Stock 03/22/2019 S( 3 ) 273 D $ 20.1995 11,075 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit ( 2 ) 03/21/2019 M 1,118 ( 4 ) ( 4 ) Common Stock 1,118 $ 0 8,938 D
Restricted Stock Units ( 2 ) 03/22/2019 A 17,236 ( 5 ) ( 5 ) Common Stock 17,236 $ 0 17,236 D
Stock Option (right to buy) $ 19.68 03/22/2019 A 50,000 ( 6 ) 03/21/2029 Common Stock 50,000 $ 0 50,000 D
Restricted Stock Units ( 7 ) 03/22/2019 A 100,000 ( 8 ) 03/21/2029 Common Stock 100,000 $ 0 100,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brophy Michael Burkes
C/O NATERA, INC., 201 INDUSTRIAL ROAD
SUITE 410
SAN CARLOS, CA94070
Chief Financial Officer
Signatures
/s/ Tami Chen, attorney-in-fact 03/25/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting March 21, 2018.
( 2 )Each RSU represents a contingent right to receive one share of the common stock of the issuer.
( 3 )The sale of shares was effected in order to satisfy tax liabilities due at the time of vesting.
( 4 )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.
( 5 )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
( 6 )The option shares vest over four years. 25% of the option shares vest and become exercisable on March 22, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.
( 7 )Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock upon the achievement of the Performance Vesting Conditions.
( 8 )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, 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").

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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