SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BOTHA ROELOF

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Natera, Inc. [ NTRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2015

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/08/2015		C⁽¹⁾		6,395,467	A	⁽¹⁾	6,736,127	I	By Sequoia Capital XII, L.P.⁽²⁾
Common Stock	07/08/2015		C⁽¹⁾		683,527	A	⁽¹⁾	719,935	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Common Stock	07/08/2015		C⁽¹⁾		239,306	A	⁽¹⁾	252,053	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Common Stock	07/08/2015		M⁽³⁾		31,793	A	$0.0163⁽³⁾	6,767,920	I	By Sequoia Capital XII, L.P.⁽²⁾
Common Stock	07/08/2015		M⁽³⁾		3,398	A	$0.0163⁽³⁾	723,333	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Common Stock	07/08/2015		M⁽³⁾		1,189	A	$0.0163⁽³⁾	253,242	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Common Stock	07/08/2015		F⁽³⁾		29	D	$18⁽³⁾	6,767,891	I	By Sequoia Capital XII, L.P.⁽²⁾
Common Stock	07/08/2015		F⁽³⁾		4	D	$18⁽³⁾	723,329	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Common Stock	07/08/2015		F⁽³⁾		2	D	$18⁽³⁾	253,240	I	By Sequoia Technology Partners XII, L.P.⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			1,094,152	⁽¹⁾	⁽¹⁾	Common Stock	1,094,152	$0.00	0	I	By Sequoia Capital XII, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			116,939	⁽¹⁾	⁽¹⁾	Common Stock	116,939	$0.00	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series A Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			40,941	⁽¹⁾	⁽¹⁾	Common Stock	40,941	$0.00	0	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			693,277	⁽¹⁾	⁽¹⁾	Common Stock	693,277	$0.00	0	I	By Sequoia Capital XII, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			74,095	⁽¹⁾	⁽¹⁾	Common Stock	74,095	$0.00	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			25,941	⁽¹⁾	⁽¹⁾	Common Stock	25,941	$0.00	0	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			3,095,772	⁽¹⁾	⁽¹⁾	Common Stock	3,095,772	$0.00	0	I	By Sequoia Capital XII, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			330,867	⁽¹⁾	⁽¹⁾	Common Stock	330,867	$0.00	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			115,838	⁽¹⁾	⁽¹⁾	Common Stock	115,838	$0.00	0	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			1,076,607	⁽¹⁾	⁽¹⁾	Common Stock	1,076,607	$0.00	0	I	By Sequoia Capital XII, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			115,065	⁽¹⁾	⁽¹⁾	Common Stock	115,065	$0.00	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series D Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			40,285	⁽¹⁾	⁽¹⁾	Common Stock	40,285	$0.00	0	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			435,659	⁽¹⁾	⁽¹⁾	Common Stock	435,659	$0.00	0	I	By Sequoia Capital XII, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			46,561	⁽¹⁾	⁽¹⁾	Common Stock	46,561	$0.00	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series E Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			16,301	⁽¹⁾	⁽¹⁾	Common Stock	16,301	$0.00	0	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Common Stock Warrant (right to buy)	$0.0163⁽³⁾	07/08/2015		M⁽³⁾			31,793	11/20/2014⁽³⁾	11/19/2021	Common Stock	31,793	$0.00	0	I	By Sequoia Capital XII, L.P.⁽²⁾
Common Stock Warrant (right to buy)	$0.0163⁽³⁾	07/08/2015		M⁽³⁾			3,398	11/20/2014⁽³⁾	11/19/2021	Common Stock	3,398	$0.00	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Common Stock Warrant (right to buy)	$0.0163⁽³⁾	07/08/2015		M⁽³⁾			1,189	11/20/2014⁽³⁾	11/19/2021	Common Stock	1,189	$0.00	0	I	By Sequoia Technology Partners XII, L.P.⁽²⁾

Explanation of Responses:

1. Each share of preferred stock automatically converted into one (1) share of Common Stock immediately prior to the closing of the Issuer's initial public offering ("IPO") of Common Stock, and has no expiration date.

2. Roelof F. Botha is a managing member of SC XII Management, LLC ("SC XII Management"). SC XII Management is the general partner of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC. By virtue of these relationships, Mr. Botha may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital XII, L.P., Sequoia Technology Partners XII, L.P. and Sequoia Capital XII Principals Fund, LLC. Mr. Botha disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

3. This warrant was net exercised at the time of the IPO based on the IPO price.

Remarks:

	/s/ Richard C. Blake, by power of attorney for Roelof F. Botha	07/09/2015
	** Signature of Reporting Person	Date
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