SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CLAREMONT CREEK VENTURES L P

(Last)

(First)

(Middle)

C/O CLAREMONT CREEK VENTURES

300 FRANK H. OGAWA PLAZA, SUITE 350

(Street)

OAKLAND

94612

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/08/2015		C⁽¹⁾		6,516,224	A	⁽¹⁾	6,516,224	I	By Claremont Creek Ventures, L.P.⁽²⁾
Common Stock	07/08/2015		C⁽¹⁾		218,888	A	⁽¹⁾	218,888	I	By Claremont Creek Partners Fund, L.P.⁽²⁾
Common Stock	07/08/2015		C⁽¹⁾		569,861	A	⁽¹⁾	569,861	I	By Claremont Creek Ventures II, L.P.⁽²⁾
Common Stock	07/08/2015		M⁽³⁾		42,392	A	⁽³⁾	6,558,616	I	By Claremont Creek Ventures, L.P.⁽²⁾
Common Stock	07/08/2015		M⁽³⁾		1,423	A	⁽³⁾	220,311	I	By Claremont Creek Partners Fund, L.P.⁽²⁾
Common Stock	07/08/2015		M⁽³⁾		41,549	A	⁽³⁾	611,410	I	By Claremont Creek Ventures II, L.P.⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			3,270,626	⁽¹⁾	⁽¹⁾	Common Stock	3,270,626	$0.00	0	I	By Claremont Creek Ventures, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			109,866	⁽¹⁾	⁽¹⁾	Common Stock	109,866	$0.00	0	I	By Claremont Creek Partners Fund, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			1,535,063	⁽¹⁾	⁽¹⁾	Common Stock	1,535,063	$0.00	0	I	By Claremont Creek Ventures, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			51,565	⁽¹⁾	⁽¹⁾	Common Stock	51,565	$0.00	0	I	By Claremont Creek Partners Fund, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			773,917	⁽¹⁾	⁽¹⁾	Common Stock	773,917	$0.00	0	I	By Claremont Creek Ventures, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			25,996	⁽¹⁾	⁽¹⁾	Common Stock	25,996	$0.00	0	I	By Claremont Creek Partners Fund, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			355,192	⁽¹⁾	⁽¹⁾	Common Stock	355,192	$0.00	0	I	By Claremont Creek Ventures, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			11,931	⁽¹⁾	⁽¹⁾	Common Stock	11,931	$0.00	0	I	By Claremont Creek Partners Fund, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			581,426	⁽¹⁾	⁽¹⁾	Common Stock	581,426	$0.00	0	I	By Claremont Creek Ventures, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			19,530	⁽¹⁾	⁽¹⁾	Common Stock	19,530	$0.00	0	I	By Claremont Creek Partners Fund, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	07/08/2015		C⁽¹⁾			569,861	⁽¹⁾	⁽¹⁾	Common Stock	569,861	$0.00	0	I	By Claremont Creek Ventures II, L.P.⁽²⁾
Common Stock Warrant (right to buy)	$0.0163⁽³⁾	07/08/2015		M⁽³⁾			42,392	11/20/2014⁽³⁾	11/19/2021	Common Stock	42,392	$0.00	0	I	By Claremont Creek Ventures, L.P.⁽²⁾
Common Stock Warrant (right to buy)	$0.0163⁽³⁾	07/08/2015		M⁽³⁾			1,423	11/20/2014⁽³⁾	11/19/2021	Common Stock	1,423	$0.00	0	I	By Claremont Creek Partners Fund, L.P.⁽²⁾
Common Stock Warrant (right to buy)	$0.0163⁽³⁾	07/08/2015		M⁽³⁾			41,549	11/20/2014⁽³⁾	11/19/2021	Common Stock	41,549	$0.00	0	I	By Claremont Creek Ventures II, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

CLAREMONT CREEK VENTURES L P

(Last)

(First)

(Middle)

C/O CLAREMONT CREEK VENTURES

300 FRANK H. OGAWA PLAZA, SUITE 350

(Street)

OAKLAND

94612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Claremont Creek Ventures II LP

(Last)

(First)

(Middle)

C/O CLAREMONT CREEK VENTURES

300 FRANK H. OGAWA PLAZA, SUITE 350

(Street)

OAKLAND

94612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Claremont Creek Partners fund L P

(Last)

(First)

(Middle)

C/O CLAREMONT CREEK VENTURES

300 FRANK H. OGAWA PLAZA, SUITE 350

(Street)

OAKLAND

94612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hawks Randall

(Last)

(First)

(Middle)

C/O CLAREMONT CREEK VENTURES

300 FRANK H. OGAWA PLAZA, SUITE 350

(Street)

OAKLAND

94612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GOLDHABER NATHANIEL

(Last)

(First)

(Middle)

C/O CLAREMONT CREEK VENTURES

300 FRANK H. OGAWA PLAZA, SUITE 350

(Street)

OAKLAND

94612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. Claremont Creek Partners, LLC ("CCP LLC") is the general partner of Claremont Creek Ventures, L.P. and Claremont Creek Partners Fund, L.P., and Claremont Creek Partners II, LLC ("CCP LLC II") is the general partner of Claremont Creek Ventures II, L.P. (collectively, the "Claremont Entities"). The managing members of CCP LLC and CCP LLC II are Nat Goldhaber and Randy Hawks. Each managing member disclaims beneficial ownership of these securities except to the extent of his 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 purpose.

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

Remarks:

	/s/ Richard C. Blake, attorney in fact	07/09/2015
	/s/ Richard C. Blake, attorney in fact	07/09/2015
	/s/ Richard C. Blake, attorney in fact	07/09/2015
	/s/ Randall Hawks	07/09/2015
	/s/ Nathaniel Goldhaber	07/09/2015
	** Signature of Reporting Person	Date
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