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*
Rabinowitz Matthew

(Last) (First) (Middle)
C/O NATERA, INC., 201 INDUSTRIAL ROAD
SUITE 410

(Street)
SAN CARLOS CA 94070

(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
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2020
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 10/05/2020 S(1) 31,261 D $70.0524(2) 508,739 I By RMDM Trust(3)
Common Stock 10/05/2020 S(1) 56,764 D $70.7093(4) 451,975 I By RMDM Trust(3)
Common Stock 10/05/2020 S(1) 1,975 D $71.694(5) 450,000 I By RMDM Trust(3)
Common Stock 10/06/2020 S(1) 21,810 D $70.3189(6) 428,190 I By RMDM Trust(3)
Common Stock 10/06/2020 S(1) 33,412 D $71.4111(7) 394,778 I By RMDM Trust(3)
Common Stock 10/06/2020 S(1) 20,311 D $72.4498(8) 374,467 I By RMDM Trust(3)
Common Stock 10/06/2020 S(1) 14,467 D $73.171(9) 360,000 I By RMDM Trust(3)
Common Stock 10/07/2020 S(1) 1,300 D $71.0536(10) 358,700 I By RMDM Trust(3)
Common Stock 10/07/2020 S(1) 19,418 D $72.4082(11) 339,282 I By RMDM Trust(3)
Common Stock 10/07/2020 S(1) 39,817 D $73.1667(12) 299,465 I By RMDM Trust(3)
Common Stock 10/07/2020 S(1) 9,465 D $73.8857(13) 290,000(14) I By RMDM Trust(3)
Common Stock 572,375(14) D
Common Stock 613,496(14) I By Matthew Rabinowitz Grantor Retained Annuity Trust(15)
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
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2020. The Reporting Person is subject to a Lock-Up Letter Agreement that expires on November 10, 2020. The sale of shares is a permissible exemption under the terms of the Lock-Up Letter Agreement.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.45 to $70.44 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.
3. The RMDM Trust is an irrevocable spendthrift trust for the benefit of Mr. Rabinowitz and other discretionary beneficiaries, pursuant to Nevada Revised Statutes Chapter 166. Under the RMDM Trust, Mr. Rabinowitz has no enforceable rights to distributions. The RMDM Trust is a fully discretionary trust and the distribution decisions for the RMDM Trust are vested in a committee. Mr. Rabinowitz disclaims beneficial ownership except to the extent of his pecuniary interest therein.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.45 to $71.29 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.45 to $72.13 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.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.88 to $70.86 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.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.89 to $71.87 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.91 to $72.90 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.
9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.91 to $73.52 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.
10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.36 to $71.25 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.
11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.71 to $72.70 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.
12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.71 to $73.70 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.
13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.71 to $74.37 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.
14. These reported shares are subject to restrictions in the Lock-Up Letter Agreement.
15. Mr. Rabinowitz is a trustee of the Matthew Rabinowitz Grantor Retained Annuity Trust, and has voting and dispositive power with respect to the reported shares. Mr. Rabinowitz disclaims beneficial ownership except to the extent of his pecuniary interest therein.
/s/ Tami Chen, attorney-in-fact 10/07/2020
** 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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