Sec Form 4 Filing - Chapman Steven Leonard @ Natera, Inc. - 2020-03-27

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 Chapman Steven Leonard 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NATERA, INC., 201 INDUSTRIAL ROAD, SUITE 410 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2020 (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

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) $ 25.46 03/27/2020 A 75,000 ( 1 ) 03/26/2030 Common Stock 75,000 $ 0 75,000 D Stock Option (right to buy) $ 25.46 03/27/2020 A 75,000 ( 2 ) 03/26/2030 Common Stock 75,000 $ 0 75,000 D Restricted Stock Units ( 3 ) 03/27/2020 A 82,930 ( 4 ) ( 4 ) Common Stock 82,930 $ 0 82,930 D Restricted Stock Units ( 3 ) 03/27/2020 A 37,500 ( 5 ) ( 5 ) Common Stock 37,500 $ 0 37,500 D Restricted Stock Units ( 3 ) 03/27/2020 A 82,930 ( 6 ) ( 6 ) Common Stock 82,930 $ 0 82,930 D Restricted Stock Units ( 3 ) 03/27/2020 A 37,500 ( 7 ) ( 7 ) Common Stock 37,500 $ 0 37,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chapman Steven Leonard C/O NATERA, INC., 201 INDUSTRIAL ROAD SUITE 410 SAN CARLOS, CA94070 X Chief Executive Officer Signatures /s/ Tami Chen, attorney-in-fact 03/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option 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. 50% of the option shall vest upon the Issuer's stock price equaling or exceeding the quotient of (i) $4,000,000,000 and (ii) the Issuer's outstanding shares as reported on the date of grant (the "Milestone"). Upon the trading day that is nine (9) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the option shall vest. Upon the trading day that is fifteen (15) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the option shall vest. ( 2 )The option 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. 50% of the option shall vest upon the Issuer's stock price equaling or exceeding the quotient of (i) $5,000,000,000 and (ii) the Issuer's outstanding shares as reported on the date of grant (the "Milestone"). Upon the trading day that is nine (9) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the option shall vest. Upon the trading day that is fifteen (15) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the option shall vest. ( 3 )Each RSU represents a contingent right to receive one share of common stock of the issuer. ( 4 )The RSU shall vest when the Issuer has achieved $500 million in annual revenue ( 5 )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 theIssuer's stock price. 50% of the RSU shall vest upon the Issuer's stock price equaling or exceeding the quotient of (i) $4,000,000,000 and (ii) the Issuer's outstanding shares as reported on the date of grant (the "Milestone"). Upon the trading day that is nine (9) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month orover a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the RSU shall vest. Upon the trading day that is fifteen (15) months after the achievement of theMilestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the RSU shall vest. ( 6 )The RSU vest over four years. 25% of the RSUs vest on March 27, 2021 and the remaining shares vest in 12 equal quarterly installments thereafter. ( 7 )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. 50% of the RSU shall vest upon the Issuer's stock price equaling or exceeding the quotient of (i) $5,000,000,000 and (ii) the Issuer's outstanding shares as reported on the date of grant (the "Milestone"). Upon the trading day that is nine (9) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the RSU shall vest. Upon the trading day that is fifteen (15) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the RSU shall vest.

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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