SEC Form 4 · accession 0001209191-15-060274

Natera, Inc. · NTRA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Roelof Botha

Director · 10% Owner

Period of report

Jul 8, 2015

Accepted (ET)

Jul 9, 2015 · 4:14 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001604821

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jul 8, 2015	C	6,395,467	—	A	6,736,127	I	By Sequoia Capital XII, L.P.
Common Stock^F1,F2	Jul 8, 2015	C	683,527	—	A	719,935	I	By Sequoia Capital XII Principals Fund, LLC
Common Stock^F1,F2	Jul 8, 2015	C	239,306	—	A	252,053	I	By Sequoia Technology Partners XII, L.P.
Common Stock^F3,F2	Jul 8, 2015	M	31,793	$0.0163	A	6,767,920	I	By Sequoia Capital XII, L.P.
Common Stock^F3,F2	Jul 8, 2015	M	3,398	$0.0163	A	723,333	I	By Sequoia Capital XII Principals Fund, LLC
Common Stock^F3,F2	Jul 8, 2015	M	1,189	$0.0163	A	253,242	I	By Sequoia Technology Partners XII, L.P.
Common Stock^F3,F2	Jul 8, 2015	F	29	$18.00	D	6,767,891	I	By Sequoia Capital XII, L.P.
Common Stock^F3,F2	Jul 8, 2015	F	4	$18.00	D	723,329	I	By Sequoia Capital XII Principals Fund, LLC
Common Stock^F3,F2	Jul 8, 2015	F	2	$18.00	D	253,240	I	By Sequoia Technology Partners XII, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Preferred Stock^F2,F1	—	Jul 8, 2015	C	1,094,152	D	—	—	Common Stock	1,094,152	I
Series A Preferred Stock^F2,F1	—	Jul 8, 2015	C	116,939	D	—	—	Common Stock	116,939	I
Series A Preferred Stock^F2,F1	—	Jul 8, 2015	C	40,941	D	—	—	Common Stock	40,941	I
Series B Preferred Stock^F2,F1	—	Jul 8, 2015	C	693,277	D	—	—	Common Stock	693,277	I
Series B Preferred Stock^F2,F1	—	Jul 8, 2015	C	74,095	D	—	—	Common Stock	74,095	I
Series B Preferred Stock^F2,F1	—	Jul 8, 2015	C	25,941	D	—	—	Common Stock	25,941	I
Series C Preferred Stock^F2,F1	—	Jul 8, 2015	C	3,095,772	D	—	—	Common Stock	3,095,772	I
Series C Preferred Stock^F2,F1	—	Jul 8, 2015	C	330,867	D	—	—	Common Stock	330,867	I
Series C Preferred Stock^F2,F1	—	Jul 8, 2015	C	115,838	D	—	—	Common Stock	115,838	I
Series D Preferred Stock^F2,F1	—	Jul 8, 2015	C	1,076,607	D	—	—	Common Stock	1,076,607	I
Series D Preferred Stock^F2,F1	—	Jul 8, 2015	C	115,065	D	—	—	Common Stock	115,065	I
Series D Preferred Stock^F2,F1	—	Jul 8, 2015	C	40,285	D	—	—	Common Stock	40,285	I
Series E Preferred Stock^F2,F1	—	Jul 8, 2015	C	435,659	D	—	—	Common Stock	435,659	I
Series E Preferred Stock^F2,F1	—	Jul 8, 2015	C	46,561	D	—	—	Common Stock	46,561	I
Series E Preferred Stock^F2,F1	—	Jul 8, 2015	C	16,301	D	—	—	Common Stock	16,301	I
Common Stock Warrant (right to buy)^F2,F3	$0.0163	Jul 8, 2015	M	31,793	D	Nov 20, 2014	Nov 19, 2021	Common Stock	31,793	I
Common Stock Warrant (right to buy)^F2,F3	$0.0163	Jul 8, 2015	M	3,398	D	Nov 20, 2014	Nov 19, 2021	Common Stock	3,398	I
Common Stock Warrant (right to buy)^F2,F3	$0.0163	Jul 8, 2015	M	1,189	D	Nov 20, 2014	Nov 19, 2021	Common Stock	1,189	I

Explanation of responses

F1Each 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.
F2Roelof F. Botha is a managing member of SC XII Management, LLC ("SC XII Management"). SC XII Management is the general partner of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC. By virtue of these relationships, Mr. Botha may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital XII, L.P., Sequoia Technology Partners XII, L.P. and Sequoia Capital XII Principals Fund, LLC. Mr. Botha 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.
F3This warrant was net exercised at the time of the IPO based on the IPO price.