Sec Form 4 Filing - Sheena Jonathan @ Natera, Inc. - 2021-08-30

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 Sheena Jonathan 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) X __ Other (specify below) CO-FOUNDER (Last) (First) (Middle) C/O NATERA, INC., 13011 MCCALLEN PASS BUILDING A SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2021 (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 08/30/2021 M 310 A $ 5.3953 455,940 D Common Stock 08/30/2021 M 168 A $ 9.59 456,108 D Common Stock 08/30/2021 M 1,900 A $ 10.41 458,008 D Common Stock 08/30/2021 M 1,942 A $ 9.29 459,950 D Common Stock 08/30/2021 S 4,320 ( 1 ) D $ 121.362 ( 2 ) 455,630 D Common Stock 09/01/2021 M 1,018 A $ 5.3953 456,648 D Common Stock 09/01/2021 M 552 A $ 9.59 457,200 D Commom Stock 09/01/2021 M 6,545 A $ 10.41 463,745 D Common Stock 09/01/2021 M 5,424 A $ 9.29 469,169 D Common Stock 09/01/2021 S 13,539 ( 1 ) D $ 121.1222 ( 3 ) 455,630 ( 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) $ 5.3953 08/30/2021 M 310 ( 5 ) 12/09/2024 Common Stock 310 $ 0 1,018 D Stock Option (right to buy) $ 9.59 08/30/2021 M 168 ( 6 ) 04/07/2026 Common Stock 168 $ 0 40,167 D Stock Option (right to buy) $ 10.41 08/30/2021 M 1,900 ( 7 ) 06/08/2027 Common Stock 1,900 $ 0 33,380 D Stock Option (right to buy) $ 9.29 08/30/2021 M 1,942 ( 8 ) 03/08/2028 Common Stock 1,942 $ 0 15,404 D Stock Option (right to buy) $ 5.3953 09/01/2021 M 1,018 ( 5 ) 12/09/2024 Common Stock 1,018 $ 0 0 D Stock Option (right to buy) $ 9.59 09/01/2021 M 552 ( 6 ) 04/07/2026 Common Stock 552 $ 0 39,615 D Stock Option (right to buy) $ 10.41 09/01/2021 M 6,545 ( 7 ) 06/08/2027 Common Stock 6,545 $ 0 26,835 D Stock Option (right to buy) $ 9.29 09/01/2021 M 5,424 ( 8 ) 03/08/2028 Common Stock 5,424 $ 0 9,980 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sheena Jonathan C/O NATERA, INC. 13011 MCCALLEN PASS BUILDING A SUITE 100 AUSTIN, TX78753 X CO-FOUNDER Signatures /s/ Tami Chen, Attorney-in-Fact 09/01/2021 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 1, 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 $121.00 to $121.60 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 $121.00 to $121.54 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 vested fully and became exercisable on November 20, 2019. ( 6 )The option shares vested fully and became exercisable on April 1, 2020. ( 7 )The option shares vested fully and became exercisable on March 21, 2021. ( 8 )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.

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).

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