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 DANIEL

(Last)

(First)

(Middle)

C/O NATERA, INC.

13011 MCCALLEN PASS BUILDING A SUITE 100

(Street)

AUSTIN

78753

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/13/2021

3. Issuer Name and Ticker or Trading Symbol
Natera, Inc. [ NTRA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF LEGAL OFFICER

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	44,257	D

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	⁽¹⁾	04/07/2026	Common Stock	40,385	$9.59	D
Stock Option	⁽²⁾	06/08/2027	Common Stock	67,500	$10.41	D
Stock Option	⁽³⁾	03/08/2028	Common Stock	28,333	$9.29	D
Restricted Stock Unit⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	7,084	$0	D
Stock Option	⁽⁶⁾	03/21/2029	Common Stock	42,500	$19.68	D
Restricted Stock Unit⁽⁴⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	7,140	$0	D
Restricted Stock Unit⁽⁸⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	6,450	$0	D
Restricted Stock Unit⁽⁴⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	16,362	$0	D
Restricted Stock Unit⁽⁸⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	12,500	$0	D
Restricted Stock Unit⁽⁴⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	10,304	$0	D
Restricted Stock Unit⁽⁸⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	10,304	$0	D

Explanation of Responses:

1. The option shares vest over four years. 25% of the option shares vested and became exercisable on April 1, 2017 and the remaining shares vest in 36 equal monthly installments thereafter.

2. 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.

3. The option shares vest over four years. 25% of the option shares vested and became exercisable on March 9, 2019 and the remaining shares vest in 36 equal monthly installments thereafter.

4. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the common stock of the issuer.

5. The RSUs vest over four years. 25% of the RSUs vested on March 9, 2019 and the remaining shares vest in 12 equal quarterly installments thereafter.

6. The option shares vest over four years. 25% of the option shares vested and became exercisable on March 22, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.

7. The RSUs vest over four years. 25% of the RSUs vested on March 22, 2020 and the remaining shares vest in 12 equal quarterly installments thereafter.

8. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock upon the achievement of the Performance Vesting Conditions.

9. The RSU vests upon the issuer reaching a specified business milestone.

10. The RSUs vest over four years. 25% of the RSUs vested on March 27, 2021 and the remaining shares vest in 12 equal quarterly installments thereafter.

11. The RSUs vest upon the Reporting Person achieving certain milestones relating to a combination of the passage of time and the Reporting Person achieving certain milestones relating to the Issuer's stock price. 50% of the RSU shall vest upon the Issuer's stock price equaling or exceeding the quotient of (i) a specified market capitalization and (ii) the Issuer's outstanding shares as reported on the date of grant (the "Milestone"). Upon the trading day that is nine (9) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the RSU shall vest. Upon the trading day that is fifteen (15) months after the achievement of the Milestone and if the Issuer's stock price (based on the average closing price of the month or over a three-month trailing period) equals or exceeds the Milestone, then an additional 25% of the RSU shall vest.

12. The RSUs vest over four years. 25% of the RSUs vest on January 21, 2022 and the remaining shares vest in 12 equal quarterly installments thereafter.

13. The RSU vests upon the issuer reaching a specified annual revenue milestone.

Remarks:

Ex.24 - Power of Attorney

	/s/ Tami Chen, Attorney-in-Fact	04/23/2021
	** 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.