Sec Form 4 Filing - Chapman Steven Leonard @ Natera, Inc. - 2020-06-21

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) 06/21/2020 (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 Common Stock 06/21/2020 M 1,117 ( 1 ) A 26,415 D Common Stock 06/22/2020 M 181 ( 3 ) A 26,596 D Common Stock 06/22/2020 M 3,125 ( 3 ) A 29,721 D Common Stock 06/22/2020 S( 4 ) 558 D $ 46.47 29,163 D Common Stock 06/22/2020 M 31,250 A $ 13.01 60,413 D Common Stock 06/22/2020 S( 5 ) 4,753 D $ 43.8869 ( 6 ) 55,660 D Common Stock 06/22/2020 S( 5 ) 28,496 D $ 45.0727 ( 7 ) 27,164 D Common stock 06/22/2020 S( 5 ) 5,547 D $ 46.036 ( 8 ) 21,617 D Common Stock 06/23/2020 S( 4 ) 92 D $ 45.5113 ( 9 ) 21,525 D Common Stock 06/23/2020 S( 4 ) 1,579 D $ 45.5102 ( 10 ) 19,946 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 ) 06/21/2020 M 1,117 ( 11 ) ( 11 ) Common Stock 1,117 $ 0 3,352 D Restricted Stock Unit ( 2 ) 06/22/2020 M 181 ( 12 ) ( 12 ) Common Stock 181 $ 0 2,002 D Restricted Stock Unit ( 2 ) 06/22/2020 M 3,125 ( 12 ) ( 12 ) Common Stock 3,125 $ 0 34,375 D Stock Option (right to buy) $ 13.01 06/22/2020 M 31,250 ( 13 ) 01/10/2020 Common Stock 31,250 $ 0 131,250 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 06/23/2020 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 )Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting March 22, 2020. ( 4 )The sale of shares was effected in order to satisfy tax liabilities due at the time of vesting. ( 5 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 15, 2020. ( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.38 to $44.38 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. ( 7 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.485 to $45.45 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. ( 8 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.59 to $46.47 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. ( 9 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.51 to $45.6274 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. ( 10 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.51 to $45.5275 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. ( 11 )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. ( 12 )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. ( 13 )This option becomes exercisable, if at all, 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"). As of June 8, 2020, the Company's Board of Director determined the performance criteria had been met with respect to 62,500 additional shares.

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