Sec Form 4 Filing - HEALY JAMES @ Natera, Inc. - 2020-01-10

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 HEALY JAMES 2. Issuer Name and Ticker or Trading Symbol Natera, Inc. [ NTRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SOFINNOVA INVESTMENTS, 3000 SAND HILL RD., SUITE 4-250 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2020 (Street) MENLO PARK, CA94025 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 01/10/2020 M 11,169 A $ 11.8 18,447 D Common Stock 01/10/2020 M 11,169 A $ 10.41 29,616 D Common Stock 1,550,280 I By Sofinnova Venture Partners VIII, L.P. ( 3 ) Common Stock 1,550,280 I By Sofinnova Venture Partners IX, L.P ( 3 )

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 Stock Option (Right to Buy) $ 11.8 01/10/2020 M 11,169 ( 1 ) 06/09/2026 Common Stock 11,169 $ 0 0 D Stock Option (Right to Buy) $ 10.41 01/10/2020 M 11,169 ( 2 ) 06/08/2027 Common Stock 11,169 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEALY JAMES C/O SOFINNOVA INVESTMENTS 3000 SAND HILL RD., SUITE 4-250 MENLO PARK, CA94025 X Signatures /s/ Tami Chen, attorney-in-fact 01/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option, representing a right to purchase a total of 11,169 shares, became fully exercisable on June 10, 2016. ( 2 )The option, representing a right to purchase a total of 11,169 shares, became fully exercisable on June 9, 2017. ( 3 )Mr. Healy is a managing member of each of Sofinnova Management VIII, L.L.C. ("Sofinnova Management VIII") and Sofinnova Management IX, L.L.C. ("Sofinnova Management IX"). Sofinnova Management VIII is the general partner of Sofinnova Venture Partners VIII, L.P., and Sofinnova Management IX is the general partner of Sofinnova Venture Partners IX, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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