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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Sheena Jonathan (Last) (First) (Middle) C/O NATERA, INC. 13011 MCCALLEN PASS BUILDING A SUITE 100 (Street) AUSTIN TX 78753 (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) X Director 10% Owner Officer (give title below) X Other (specify below) CO-FOUNDER
	3. Date of Earliest Transaction (Month/Day/Year) 10/20/2023
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/20/2023		M		190	A	(1)	484,935	D
Common Stock	10/21/2023		M		143	A	(1)	485,078	D
Common Stock	10/23/2023		S		102(2)	D	$40.3904	484,976	D
Common Stock	10/23/2023		S		233(3)	D	$40.1035(4)	484,743(5)	D
Common Stock	10/23/2023		S		500(6)	D	$40.037(7)	22,655(5)	I	By Caraluna 1 Trust(8)
Common Stock	10/23/2023		S		500(6)	D	$40.037(7)	22,655(5)	I	By Caraluna 2 Trust(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	10/20/2023		M			190	(9)	(9)	Common Stock	190	$0	1,713	D
Restricted Stock Unit	(1)	10/21/2023		M			143	(10)	(10)	Common Stock	143	$0	716	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

2. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs and in compliance with Rule 10b5-1.

3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2022. The Reporting Person is subject to a Lock-up Letter Agreement that expires on November 5, 2023. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.9950 to $40.1850 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. These reported shares are subject to restrictions in the Lock-Up Letter Agreement.

6. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2023. The Reporting Person is subject to a Lock-up Letter Agreement that expires on November 5, 2023. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.1850 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. Held for the benefit of the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership over such securities.

9. The RSUs vest over four years. 25% of the RSUs vested on January 20, 2023 and the remaining shares vest in 12 equal quarterly installments thereafter.

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

	/s/ Tami Chen, Attorney-in-Fact	10/24/2023
	** 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 4 (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).
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