SC Xii Management Form 3 Natera / TECHNOLOGY PARTNERS XII A DELAWARE L P SEQUOIA ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

SC XII MANAGEMENT LLC

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2015

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	340,660	I	By Sequoia Capital XII, L.P.⁽¹⁾
Common Stock	36,408	I	By Sequoia Capital XII Principals Fund, LLC⁽¹⁾
Common Stock	12,747	I	By Sequoia Technology Partners XII, L.P.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,094,152	⁽²⁾	I	By Sequoia Capital XII, L.P.⁽¹⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	116,939	⁽²⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽¹⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	40,941	⁽²⁾	I	By Sequoia Technology Partners XII, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	693,277	⁽²⁾	I	By Sequoia Capital XII, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	74,095	⁽²⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	25,941	⁽²⁾	I	By Sequoia Technology Partners XII, L.P.⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,095,772	⁽²⁾	I	By Sequoia Capital XII, L.P.⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	330,867	⁽²⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	115,838	⁽²⁾	I	By Sequoia Technology Partners XII, L.P.⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,076,607	⁽²⁾	I	By Sequoia Capital XII, L.P.⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	115,065	⁽²⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	40,285	⁽²⁾	I	By Sequoia Technology Partners XII, L.P.⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	435,659	⁽²⁾	I	By Sequoia Capital XII, L.P.⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	46,561	⁽²⁾	I	By Sequoia Capital XII Principals Fund, LLC⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	16,301	⁽²⁾	I	By Sequoia Technology Partners XII, L.P.⁽¹⁾
Common Stock Warrant (right to buy)	11/20/2014⁽³⁾	11/19/2021	Common Stock	31,793	0.0163	I	By Sequoia Capital XII, L.P.⁽¹⁾
Common Stock Warrant (right to buy)	11/20/2014⁽³⁾	11/19/2021	Common Stock	3,398	0.0163	I	By Sequoia Capital XII Principals Fund, LLC⁽¹⁾
Common Stock Warrant (right to buy)	11/20/2014⁽³⁾	11/19/2021	Common Stock	1,189	0.0163	I	By Sequoia Technology Partners XII, L.P.⁽¹⁾

1. Name and Address of Reporting Person^*

SC XII MANAGEMENT LLC

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XII A DELAWARE L P

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XII PRINCIPALS FUND LLC

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. SC XII Management, LLC ("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. As a result, SC XII Management 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. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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.

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

3. To the extent that any portion of this warrant remains unexercised at the time of the Issuer's initial public offering ("IPO"), then such portion of this warrant shall be net exercised at the time of the IPO based on the IPO price.

Remarks:

	/s/ Meaghan Nelson, by power of attorney for Roelof F. Botha, a Managing Member of SC XII Management, LLC	07/01/2015
	/s/ Meaghan Nelson, by power of attorney for Roelof F. Botha, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P.	07/01/2015
	/s/ Meaghan Nelson, by power of attorney for Roelof F. Botha, a Managing Member of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund LLC	07/01/2015
	/s/ Meaghan Nelson, by power of attorney for Roelof F. Botha, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P.	07/01/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SC Xii Management Form 3Natera / TECHNOLOGY PARTNERS XII A DELAWARE L P SEQUOIA ownership change