Sec Form 4 Filing - Chapman Steven Leonard @ Natera, Inc. - 2021-08-12

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) CEO AND PRESIDENT (Last) (First) (Middle) C/O NATERA, INC., 13011 MCCALLEN PASS BUILDING A SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2021 (Street) AUSTIN, TX78753 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 08/12/2021 M 25 A $ 10.73 74,986 D Common Stock 08/12/2021 M 5,285 A $ 9.29 80,271 D Common Stock 08/12/2021 M 3,242 A $ 13.01 83,513 D Common Stock 08/12/2021 M 7,617 A $ 13.01 91,130 D Common Stock 08/12/2021 M 3,242 A $ 20.27 94,372 D Common Stock 08/12/2021 M 4,570 A $ 25.46 98,942 D Common Stock 08/12/2021 M 9,375 A $ 25.46 108,317 D Common Stock 08/12/2021 S( 1 ) 9,294 D $ 101.2429 ( 2 ) 99,023 D Common Stock 08/12/2021 S( 1 ) 24,062 D $ 101.824 ( 3 ) 74,961 ( 4 ) 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 Stock Option (right to buy) $ 10.73 08/12/2021 M 25 ( 5 ) 07/13/2027 Common Stock 25 $ 0 25 D Stock Option (right to buy) $ 9.29 08/12/2021 M 5,285 ( 6 ) 03/08/2028 Common Stock 5,285 $ 0 26,652 D Stock Option (right to buy) $ 13.01 08/12/2021 M 3,242 ( 7 ) 01/10/2029 Common Stock 3,242 $ 0 38,659 D Stock Option (right to buy) $ 13.01 08/12/2021 M 7,617 ( 8 ) 01/10/2029 Common Stock 7,617 $ 0 38,867 D Stock Option (right to buy) $ 20.27 08/12/2021 M 3,242 ( 9 ) 04/11/2029 Common Stock 3,242 $ 0 44,909 D Stock Option (right to buy) $ 25.46 08/12/2021 M 4,570 ( 10 ) 03/26/2030 Common Stock 4,570 $ 0 23,320 D Stock Option (right to buy) $ 25.46 08/12/2021 M 9,375 ( 11 ) 03/26/2030 Common Stock 9,375 $ 0 28,125 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chapman Steven Leonard C/O NATERA, INC. 13011 MCCALLEN PASS BUILDING A SUITE 100 AUSTIN, TX78753 X CEO AND PRESIDENT Signatures /s/ Tami Chen, Attorney-in-Fact 08/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.45. to $101.44 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. ( 3 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.46 to $102.28 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. ( 4 )These reported shares are subject to restrictions in the Lock-Up Letter Agreement. ( 5 )The option shares are fully vested and may be exercised at any time. ( 6 )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. ( 7 )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. ( 8 )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 March 9, 2021, the criteria was satisfied with respect to 31,250 additional shares. ( 9 )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. ( 10 )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. As of June 3, 2021, the Company's Board of Director determined the performance criteria had been met with respect to 18,750 additional shares. ( 11 )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. As of July 1, 2021, the criteria was satisfied with respect to 18,750 additional shares.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.