Sec Form 4 Filing - Chapman Steven Leonard @ Natera, Inc. - 2021-09-09

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) 09/09/2021 (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 09/09/2021 M 2,296 ( 1 ) A 54,219 ( 3 ) D Common Stock 09/09/2021 M 15,625 ( 4 ) A 69,844 D Common Stock 09/10/2021 S 9,002 ( 5 ) D $ 119.5285 60,842 D Common Stock 09/10/2021 M 25 A $ 10.73 60,867 D Common Stock 09/10/2021 M 8,337 A $ 9.29 69,204 D Common Stock 09/10/2021 M 5,325 A $ 13.01 74,529 D Common Stock 09/10/2021 M 38,867 A $ 13.01 113,396 D Common Stock 09/10/2021 M 5,325 A $ 20.27 118,721 D Common Stock 09/10/2021 M 4,570 A $ 25.46 123,291 D Common Stock 09/10/2021 M 9,375 A $ 25.46 132,666 D Common Stock 09/10/2021 S 7,430 ( 6 ) D $ 118.1024 ( 7 ) 125,236 D Common Stock 09/10/2021 S 14,609 ( 6 ) D $ 118.9597 ( 8 ) 110,627 D Common Stock 09/10/2021 S 42,022 ( 6 ) D $ 120.1219 ( 9 ) 68,605 D Common Stock 09/10/2021 S 7,763 ( 6 ) D $ 120.7551 ( 10 ) 60,842 ( 11 ) D Common Stock 09/10/2021 S 1,707 ( 12 ) D $ 118.1755 ( 13 ) 21,331 I by Rosewood Trust ( 14 ) Common Stock 09/10/2021 S 2,319 ( 12 ) D $ 119.0266 ( 15 ) 19,012 I by Rosewood Trust ( 14 ) Common Stock 09/10/2021 S 5,989 ( 12 ) D $ 120.2844 ( 16 ) 13,023 I by Rosewood Trust ( 14 ) Common Stock 09/10/2021 S 127 ( 12 ) D $ 120.8437 ( 17 ) 12,896 ( 11 ) I by Rosewood Trust ( 14 )

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 ) 09/09/2021 M 2,296 ( 18 ) ( 18 ) Common Stock 2,296 $ 0 4,593 D Restricted Stock Unit ( 2 ) 09/09/2021 M 15,625 ( 19 ) ( 19 ) Common Stock 15,625 $ 0 0 D Stock Option (right to buy) $ 13.01 09/10/2021 M 38,867 ( 20 ) 01/10/2029 Common Stock 38,867 $ 0 0 D Stock Option (right to buy) $ 10.73 09/10/2021 M 25 ( 21 ) 07/13/2027 Common Stock 25 $ 0 0 D Stock Option (right to buy) $ 9.29 09/10/2021 M 8,337 ( 22 ) 03/08/2028 Common Stock 8,337 $ 0 18,315 D Stock Option (right to buy) $ 13.01 09/10/2021 M 5,325 ( 23 ) 01/10/2029 Common Stock 5,325 $ 0 33,334 D Stock Option (right to buy) $ 20.27 09/10/2021 M 5,325 ( 24 ) 04/11/2029 Common Stock 5,325 $ 0 39,584 D Stock Option (right to buy) $ 25.46 09/10/2021 M 4,570 ( 23 ) 03/26/2030 Common Stock 4,570 $ 0 18,750 D Stock Option (right to buy) $ 25.46 09/10/2021 M 9,375 ( 25 ) 03/26/2030 Common Stock 9,375 $ 0 18,750 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 09/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting on March 19, 2019. ( 2 )Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. ( 3 )Excludes 23,038 shares previously reported as owned directly which have been transferred to the Rosewood Trust. ( 4 )Represents the full vesting and settlement of RSUs ( 5 )The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs in compliance with Rule 10b5-1. ( 6 )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. ( 7 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.5050 to $118.50 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 $118.52 to $119.41 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 $119.60 to $120.58 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 $120.60 to $121.07 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 )These reported shares are subject to restrictions in the Lock-Up Letter Agreement. ( 12 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Rosewood Tru st on August 13, 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. ( 13 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.63 to $118.64 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. ( 14 )The Rosewood Trust is an irrevocable spendthrift trust for the benefit of the Reporting Person and other discretionary beneficiaries, pursuant to Nevada Revised Statutes Chapter 166. Under the Rosewood Trust, the Reporting Person has no enforceable rights to distributions. The Rosewood Trust is a fully discretionary trust and the distribution decisions for the Rosewood Trust are vested in a committee. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. ( 15 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.6550 to $119.5250 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. ( 16 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.83 to $120.82 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. ( 17 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.83 to $120.8550 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. ( 18 )The RSUs vest over four years. 25% of the RSUs vested on March 9, 2019 and the remaining shares vest in 12 equal quarterly installments thereafter. ( 19 )On January 11, 2019, the Reporting Person was granted RSUs covering 100,000 shares of common stock, which vests in tranches 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. On September 9, 2021, the criteria was satisfied for the vesting of RSUs covering 15,625 shares of Common Stock. ( 20 )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 September 9, 2021, the criteria was satisfied with respect to 31,250 additional shares. ( 21 )The option shares are fully vested and may be exercised at any time. ( 22 )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. ( 23 )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. ( 24 )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. ( 25 )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.

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.