Natera Inc.

01/22/2025 | Press release | Distributed by Public on 01/22/2025 20:45

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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 (Month/Day/Year)
01/20/2025
(Street)
AUSTIN, TX 78753 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/20/2025 M 3,386 A (1) 344,407 D
Common Stock 01/21/2025 M 1,775 A (1) 346,182 D
Common Stock 01/22/2025 S 78,359(2) D $164.9488 267,823 D
Common Stock 01/22/2025 S 194(2) D $171.9691(3) 267,629 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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 (1) 01/20/2025 M 3,386 (4) (4) Common Stock 3,386 $ 0 13,544 D
Restricted Stock Unit (1) 01/21/2025 M 1,775 (5) (5) Common Stock 1,775 $ 0 0 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, TX 78753 		X CEO AND PRESIDENT

Signatures

/s/ Tami Chen, Attorney-in-Fact 01/22/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
(2) The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs and made pursuant to a written instruction that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act contained in the Reporting Person's Stock Unit Agreements granted on January 22, 2021, January 28, 2022, and January 27, 2023.
(3) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.8937 to $172.0100 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) The RSUs vest over four years. 25% of the RSUs vested on January 20, 2023 and the remaining shares vest in 12 equal quarterly installments thereafter.
(5) The RSUs vest over four years. 25% of the RSUs vested on January 21, 2022 and the remaining shares vest in 12 equal quarterly installments thereafter.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.