Natera, Inc. — Director's Dealing 2015

Jul 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2015-07-08

Reporting Person: LIGHTSPEED VENTURE PARTNERS VIII LP (10% Owner)
Reporting Person: Lightspeed General Partner VIII, L.P. (10% Owner)
Reporting Person: Lightspeed Ultimate General Partner VIII, Ltd. (10% Owner)
Reporting Person: SCHAEPE CHRISTOPHER J (10% Owner)
Reporting Person: Eggers Barry (10% Owner)
Reporting Person: Mhatre Ravi (10% Owner)
Reporting Person: Nieh Peter (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-08	Common Stock	C	3949364	—	Acquired	3949364	Direct
2015-07-08	Common Stock	X	24252	$0.0163	Acquired	3973616	Direct
2015-07-08	Common Stock	J	22	$18.00	Disposed	3973594	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-08	Series A-1 Preferred Stock	$	C	475988	Disposed		Common Stock (475988)	Direct
2015-07-08	Series B Preferred Stock	$	C	105774	Disposed		Common Stock (105774)	Direct
2015-07-08	Series C Preferred Stock	$	C	571367	Disposed		Common Stock (571367)	Direct
2015-07-08	Series D Preferred Stock	$	C	2463916	Disposed		Common Stock (2463916)	Direct
2015-07-08	Series E Preferred Stock	$	C	332319	Disposed		Common Stock (332319)	Direct
2015-07-08	Common Stock Warrant (right to buy)	$0.0163	X	24252	Disposed	2021-11-19	Common Stock (24252)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: This warrant was net exercised at the time of the IPO based on the IPO price.