Natera, Inc. — Director's Dealing 2018

Aug 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Natera, Inc. (NTRA)
CIK: 0001604821
Period of Report: 2018-08-15

Reporting Person: CLAREMONT CREEK VENTURES L P (10% Owner)
Reporting Person: Claremont Creek Partners, LLC (10% Owner)
Reporting Person: Claremont Creek Partners II, LLC (10% Owner)
Reporting Person: Claremont Creek Partners fund L P (10% Owner)
Reporting Person: Claremont Creek Ventures II LP (10% Owner)
Reporting Person: GOLDHABER NATHANIEL (10% Owner)
Reporting Person: Hawks Randall (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-15	Common Stock	J	483221	—	Disposed	5178133	Indirect
2018-08-15	Common Stock	J	16397	—	Disposed	173943	Indirect
2018-08-15	Common Stock	J	4880	—	Acquired	4880	Indirect
2018-08-15	Common Stock	S	4880	$24.57	Disposed	0	Indirect
2018-08-15	Common Stock	J	6995	—	Acquired	17714	Indirect
2018-08-15	Common Stock	J	175	—	Acquired	495	Indirect
2018-08-15	Common Stock	J	4064	—	Acquired	11215	Indirect
2018-08-15	Common Stock	J	45034	—	Disposed	482728	Indirect
2018-08-15	Common Stock	J	469	—	Acquired	469	Indirect
2018-08-15	Common Stock	J	469	—	Disposed	0	Indirect
2018-08-15	Common Stock	J	201	—	Acquired	201	Indirect
2018-08-15	Common Stock	J	201	—	Acquired	11416	Indirect

Footnotes

F1: Represents a pro rata in kind distribution without consideration by Claremont Creek Ventures, L.P. ("CCV") and Claremont Creek Partners Fund, L.P. ("CCPF") to their respective partners, including their general partner, Claremont Creek Partners, LLC ("CCP").

F2: These shares are owned directly by CCV and CCPF, of which CCP is the sole general partner and exercises voting and investment power over these shares. The managing members of CCP are Randall Hawks and Nathaniel Goldhaber. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F3: Represents the receipt of shares in the pro rata in kind distributions of Common Stock of the Issuer by CCV described in footnote (1).

F4: These shares are owned directly by CCP. CCP serves as the general partner of CCV and CCPF. As such, CCP has sole voting and investment control over the shares owned by CCV and CCPF and may be deemed to beneficially own the shares held by CCV and CCPF. The managing members of CCP are Randall Hawks and Nathaniel Goldhaber. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F5: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $24.50 to $25.49 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F6: Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in kind distribution by CCPF described in footnote (1). The shares are held by the Goldhaber Investments, L.P. - Fund I ("Goldhaber Investments"). Nathaniel Goldhaber is the general partner of Goldhaber Investments and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.

F7: Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in kind distribution by CCPF described in footnote (1). The shares are held by the Gerson Goldhaber Family Trust, Gerson and Judith Goldhaber, TTE ("Gerson Trust"). Nathaniel Goldhaber is a trustee and beneficiary of the Gerson Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.

F8: Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in kind distribution by CCPF described in footnote (1).

F9: Represents a pro rata in kind distribution without consideration by Claremont Creek Ventures II, L.P. ("CCV II") to their respective partners, including their general partner, Claremont Creek Partners II, LLC ("CCP II").

F10: These shares are owned directly by CCV II, of which CCP II is the sole general partner and exercises voting and investment power over these shares. The managing members of CCP II are Randall Hawks and Nathaniel Goldhaber. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F11: Represents the receipt of shares in the pro rata in kind distributions of Common Stock of the Issuer by CCV II described in footnote (9).

F12: These shares are owned directly by CCP II. CCP II serves as the general partner of CCV II. As such, CCP II has sole voting and investment control over the shares owned by CCV II and may be deemed to beneficially own the shares held by CCV II. The managing members of CCP II are Randall Hawks and Nathaniel Goldhaber. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F13: Represents a pro rata in kind distribution of Common Stock of the Issuer by CCP II without consideration to its members.

F14: Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in kind distribution by CCV II described in footnote (9). The shares are held by the Goldhaber Investments, L.P. - Fund 2 ("Goldhaber Investments 2"). Nathaniel Goldhaber is the general partner of Goldhaber Investments 2 and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.

F15: Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in kind distribution by CCV II described in footnote (9).

F16: The Form 4 filed May 17, 2018 inadvertently disclosed the incorrect amount of shares beneficially owned following the reported transactions. This Form 4 reflects the correct amount of shares following the reported transactions.