Natera, Inc. — Director's Dealing 2015

Jul 1, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2015-07-01

Reporting Person: Rabinowitz Matthew (Director, President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1719781	Direct
Common Stock	613496	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$0.6194	2016-05-19	Common Stock (180439)		Direct
Stock Option (right to buy)	$0.5542	2021-05-19	Common Stock (341032)		Direct
Stock Option (right to buy)	$1.2551	2017-09-20	Common Stock (248800)		Direct
Stock Option (right to buy)	$1.141	2022-09-20	Common Stock (324205)		Direct
Stock Option (right to buy)	$2.6569	2024-02-24	Common Stock (630036)		Direct
Stock Option (right to buy)	$5.3953	2024-12-09	Common Stock (613496)		Direct
Series A-1 Preferred Stock	$		Common Stock (1292996)		Direct

Footnotes

F1: Shares held by the Matthew Rabinowitz Grantor Retained Annuity Trust (the "Rabinowitz GRAT"). The Reporting Person is a trustee and beneficiary of the Rabinowitz GRAT, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Rabinowitz GRAT.

F2: The Reporting Person vests ownership in the option over four years, with 1/48th of the shares subject to the award vesting June 19, 2011, and 1/48th of the shares vesting equally on a monthly basis thereafter, subject to continued service to the Issuer by the Reporting Person. In addition, the options become fully vested if the Reporting Person is subject to an involuntary termination within 12 months of a change in control of the Issuer.

F3: The Reporting Person vests ownership in the option over four years, with 25% of the shares subject to the awared vesting on 9/1/2013, and 1/48th of the shares vesting equally on a monthly basis thereafter, subject to continued service to the Issuer by the Reporting Person. In addition, the options become fully vested upon the earlier completion of the Issuer's initial public offering, change in control, or the Reporting Person's death or disability.

F4: The option shares were fully vested as of the grant date.

F5: The Reporting Person vests ownership in this option over five years, with 20% of the shares subject to the award vesting November 20, 2015, and 1/60th of the shares vesting equally on a monthly basis thereafter, subject to continued service to the Issuer by the Reporting Person.

F6: 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.