SEC FORM 3

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^*

Rabinowitz Matthew

(Last)

(First)

(Middle)

C/O NATERA, INC.

201 INDUSTRIAL ROAD, SUITE 410

(Street)

SAN CARLOS

94070

(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)

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

5. 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 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	1,719,781	D
Common Stock	613,496	I	By Matthew Rabinowitz Grantor Retained Annuity Trust⁽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)
Stock Option (right to buy)	⁽²⁾	05/19/2016	Common Stock	180,439	$0.6194	D
Stock Option (right to buy)	⁽²⁾	05/19/2021	Common Stock	341,032	$0.5542	D
Stock Option (right to buy)	⁽³⁾	09/20/2017	Common Stock	248,800	$1.2551	D
Stock Option (right to buy)	⁽³⁾	09/20/2022	Common Stock	324,205	$1.141	D
Stock Option (right to buy)	⁽⁴⁾	02/24/2024	Common Stock	630,036	$2.6569	D
Stock Option (right to buy)	⁽⁵⁾	12/09/2024	Common Stock	613,496	$5.3953	D
Series A-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,292,996	⁽⁶⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

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

5. 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.

6. 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.

Remarks:

	/s/ Meaghan Nelson, attorney-in-fact	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.