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*
LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)
2200 SAND HILL ROAD

(Street)
MENLO PARK CA 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)
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)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 07/08/2015 C(1) 3,949,364 A (1) 3,949,364 D(2)(3)
Common Stock 07/08/2015 X(4) 24,252 A $0.0163 3,973,616 D(2)(3)
Common Stock 07/08/2015 J(4) 22 D $18 3,973,594 D(2)(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (1) 07/08/2015 C(1) 475,988 (1) (1) Common Stock 475,988 $0.00 0 D(2)(3)
Series B Preferred Stock (1) 07/08/2015 C(1) 105,774 (1) (1) Common Stock 105,774 $0.00 0 D(2)(3)
Series C Preferred Stock (1) 07/08/2015 C(1) 571,367 (1) (1) Common Stock 571,367 $0.00 0 D(2)(3)
Series D Preferred Stock (1) 07/08/2015 C(1) 2,463,916 (1) (1) Common Stock 2,463,916 $0.00 0 D(2)(3)
Series E Preferred Stock (1) 07/08/2015 C(1) 332,319 (1) (1) Common Stock 332,319 $0.00 0 D(2)(3)
Common Stock Warrant (right to buy) $0.0163(4) 07/08/2015 X(4) 24,252 11/20/2014(4) 11/19/2021 Common Stock 24,252 $0.00 0 D(2)(3)
1. Name and Address of Reporting Person*
LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)
2200 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lightspeed General Partner VIII, L.P.

(Last) (First) (Middle)
2200 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lightspeed Ultimate General Partner VIII, Ltd.

(Last) (First) (Middle)
2200 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCHAEPE CHRISTOPHER J

(Last) (First) (Middle)
2200 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Eggers Barry

(Last) (First) (Middle)
2200 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Mhatre Ravi

(Last) (First) (Middle)
2200 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Nieh Peter

(Last) (First) (Middle)
2200 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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. Shares held directly by Lightspeed Venture Partners VIII, L.P. Lightspeed Ultimate General Partner VIII, Ltd. is the general partner of Lightspeed General Partner VIII, L.P., which is the general partner of Lightspeed Venture Partners VIII, L.P. As such, Lightspeed Ultimate General Partner VIII, Ltd. possesses the power to direct the voting and disposition of the shares owned by Lightspeed Venture Partners VIII, L.P. and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed Venture Partners VIII, L.P. Christopher J. Schaepe, Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of Lightspeed Ultimate General Partner VIII, Ltd. and therefore may be deemed to share power to direct the voting and disposition of the shares owned by Lightspeed Venture Partners VIII, L.P. and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed Venture Partners VIII, L.P.
3. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his or its respective 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 purposes.
4. This warrant was net exercised at the time of the IPO based on the IPO price.
Remarks:
Lightspeed Venture Partners VIII, L.P., by its general partner Lightspeed General Partner VIII, L.P., by its general partner Lightspeed Ultimate General Partner VIII, Ltd., by its Director, Ravi Mhatre, /s/ Ravi Mhatre 07/09/2015
/s/ Christopher Schaepe 07/09/2015
/s/ Barry Eggers 07/09/2015
/s/ Ravi Mhatre 07/09/2015
/s/ Peter Nieh 07/09/2015
** Signature of Reporting Person Date
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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