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*
Rabinowitz Matthew

(Last) (First) (Middle)
C/O NATERA, INC., 201 INDUSTRIAL ROAD
SUITE 410

(Street)
SAN CARLOS CA 94070

(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 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2019
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)
Code V Amount (A) or (D) Price
Common Stock 04/13/2019 M 1,227(1) A (2) 1,284,408 D
Common Stock 04/15/2019 S(3) 614 D $20.25 1,283,794 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 (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
Stock Option (right to buy) $20.27 04/12/2019 A 220,000 (4) 04/11/2029 Common Stock 220,000 $0 220,000 D
Restricted Stock Units (2) 04/12/2019 A 6,403 (5) (5) Common Stock 6,403 $0 6,403 D
Restricted Stock Unit (2) 04/13/2019 M 1,227 (6) (6) Common Stock 1,227 $0 3,683 D
Explanation of Responses:
1. Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting April 13, 2019.
2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Common Stock of the Issuer.
3. The sale of shares was effected in order to satisfy tax liabilities due at the time of vesting.
4. The option shares vest over four years. 25% of the option shares vest and become exercisable on March 22, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.
5. The RSUs vest over four years. 25% of the RSUs vest on March 22, 2020 and the remaining shares vest in 12 equal quarterly installments thereafter.
6. The RSUs vest over four years. 25% of the RSUs vest on April 13, 2019 and the remaining shares vest in 12 equal quarterly installments thereafter.
/s/ Tami Chen, attorney-in-fact 04/16/2019
** 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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