Michael Burkes Brophy Form 4 Natera / Michael Burkes Brophy ownership change

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^*

Brophy Michael Burkes

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2020

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	09/21/2020		M		1,117(1)	A	(2)	57,347	D
Common Stock	09/22/2020		M		1,077(3)	A	(2)	58,424	D
Common Stock	09/22/2020		S(4)		447	D	$62.69	57,977	D
Common Stock	09/22/2020		M		1,625	D	$10.41	59,602	D
Common Stock	09/22/2020		S(5)		40	D	$61.01	59,562	D
Common Stock	09/22/2020		S(5)		1,480	D	$63.2432(6)	58,082	D
Common Stock	09/22/2020		S(5)		105	D	$63.9533(7)	57,997	D
Common Stock	09/23/2020		S(5)		670	D	$63.31	57,307	D
Common Stock	09/23/2020		S(4)		430	D	$63.3108(8)	56,877(9)	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
Restricted Stock Unit	(2)	09/21/2020		M			1,117	(10)	(10)	Common Stock	1,117	$0	2,235	D
Restricted Stock Unit	(2)	09/22/2020		M			1,077	(11)	(11)	Common Stock	1,077	$0	10,773	D
Stock Option (right to buy)	$10.41	09/22/2020		M			1,625	(12)	09/08/2027	Common Stock	1,625	$0	18,884	D

Explanation of Responses:

1. Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting March 21, 2018.

2. Each RSU represents a contingent right to receive one share of the common stock of the issuer.

3. Represents the partial vesting and settlement of Restricted Stock Units ("RSUs"), starting March 22, 2020.

4. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs. The Reporting Person is subject to a Lock-Up Letter Agreement. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

5. The sales reported in this Form 4 effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 31, 2019. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.69 to $63.67 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.78 to $64.00 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.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.31 to $63.4283 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.

9. These reported shares are subject to restrictions in a Lock-Up Letter Agreement that expire on November 10, 2020.

10. The RSUs vest over four years. 25% of the RSUs vest on March 21, 2018 and the remaining shares vest in 12 equal quarterly installments thereafter.

11. 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.

12. The option shares vest over four years. 25% of the option shares vested and became exercisable on March 21, 2018 and the remaining shares vest in 36 equal monthly installments thereafter. The exercise of this option is a permissible exemption under the terms of the Lock-Up Letter Agreement.

	/s/ Tami Chen, attorney-in-fact	09/23/2020
	** Signature of Reporting Person	Date
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