Sec Form 3 Filing - Moshkevich Solomon @ Natera, Inc. - 2024-01-24

FORM 3 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 Moshkevich Solomon 2. Issuer Name and Ticker or Trading Symbol Natera, Inc. [ NTRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, ClinicalDiagnostics (Last) (First) (Middle) C/O NATERA, INC., 13011 MCCALLEN PASS BUILDING A SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2024 (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 167,051 ( 1 ) ( 2 ) 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) $ 7.4491 ( 3 ) 03/25/2025 Common Stock 5,752 D Stock Option (right to buy) $ 12.8501 ( 3 ) 06/17/2025 Common Stock 3,323 D Stock Option (right to buy) $ 9.59 ( 3 ) 04/07/2026 Common Stock 27,501 D Stock Option (right to buy) $ 10.41 ( 3 ) 06/08/2027 Common Stock 42,500 D Stock Option (right to buy) $ 9.29 ( 3 ) 03/08/2028 Common Stock 20,000 D Stock Option (right to buy) $ 15.57 ( 3 ) 03/07/2029 Common Stock 5,932 D Stock Option (right to buy) $ 19.68 ( 3 ) 03/21/2029 Common Stock 34,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moshkevich Solomon C/O NATERA, INC. 13011 MCCALLEN PASS BUILDING A SUITE 100 AUSTIN, TX78753 President, ClinicalDiagnostics Signatures /s/ Tami Chen, Attorney-in-Fact 01/30/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (a) 82,816 shares of common stock held by the Reporting Person, (b) 1,375 shares subject to the Reporting Person's March 27, 2020 restricted stock unit ("RSU") grant that will vest in successive equal quarterly installments through March 27, 2024, (c) 2,004 shares subject to the Reporting Person's January 22, 2021 RSU grant that will vest in successive equal quarterly installments through January 21, 2025, (d) 4,566 shares subject to the Reporting Person's January 28, 2022 RSU grant that will vest in successive equal quarterly installments through January 20, 2026, ( 2 )(continued from footnote 1) (e) 9,619 shares subject to the Reporting Person's June 10, 2022 RSU grant that will vest in successive equal annual installments through May 25, 2026, (f) 37,248 shares subject to the Reporting Person's January 27, 2023 RSU grant that will vest in successive equal quarterly installments through January 27, 2027, and (g) 29,423 shares subject to the Reporting Person's August 25, 2023 RSU grant that will vest full on September 1, 2026. The vesting of all such RSU grants is subject to the Reporting Person's continuous Service (as defined in the Issuer's Equity Incentive Plan, (the "2015 EIP")) through each such date and subject to acceleration as provided in the 2015 EIP. ( 3 )The options are fully vested.

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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