2016 Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ፤ Filed by a Party other than the Registrant អ Check the appropriate box: អ Preliminary Proxy Statement អ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ፤ Definitive Proxy Statement អ Definitive Additional Materials អ Soliciting Material under §240.14a-12 NATERA, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ፤ No fee required. អ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: $ អ Fee paid previously with preliminary materials. អ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 20APR201616534823 April 21, 2016 You are cordially invited to attend the 2016 Annual Meeting of Stockholders of Natera, Inc. that will be held on Tuesday, June 7, 2016 at 12:00 p.m. Pacific Time, at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP located at 1200 Seaport Blvd, Redwood City, CA 94063. Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our 2015 Annual Report. We encourage you to read this information carefully. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card, if you have requested one. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Please review the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail regarding each of these voting options. Thank you for your ongoing support of Natera. Very truly yours, 19APR201619513611 Matthew Rabinowitz Chief Executive Officer, President and Chairman NATERA, INC. 201 Industrial Road, Suite 410 San Carlos, California 94070 NOTICE OF ANNUAL MEETING FOR 2016 ANNUAL MEETING OF STOCKHOLDERS Time and Date: ................ Tuesday, June 7, 2016 at 12:00 p.m. Pacific Time. Place: ....................... The offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP located at 1200 Seaport Blvd, Redwood City, CA 94063. Items of Business: .............. (1) To elect the two directors named in the proxy statement accompanying this notice to serve as Class I directors until the annual meeting held in 2019 and until their successors are duly elected and qualified. (2) To ratify the appointment of Ernst & Young LLP as Natera, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2016. (3) To transact such other business as may properly come before the annual meeting or any adjournment thereof. These items of business are more fully described in the proxy statement accompanying this notice. Adjournments and Postponements: . Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. Record Date: .................. You are entitled to vote if you were a stockholder of record as of the close of business on April 19, 2016. Voting:....................... Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and vote on the Internet or by telephone or submit your proxy card, if you have requested one, as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled ‘‘Questions and Answers About Procedural Matters.’’ A Notice of Internet Availability of Proxy Materials (Notice) has been mailed to stockholders of record on or about April 21, 2016. The Notice contains instructions on how to access our proxy statement for our 2016 Annual Meeting of Stockholders and our 2015 annual report to stockholders on Form 10-K (together, the proxy materials). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: www.edocumentview.com/NTRA. If you have any questions regarding this information or the proxy materials, please visit our website at www.natera.com or contact our investor relations department at 650-249-9091 x1471. All stockholders are cordially invited to attend the Annual Meeting in person. By order of the board of directors, 19APR201619513611 Matthew Rabinowitz Chief Executive Officer, President and Chairman This notice of annual meeting, proxy statement and accompanying form of proxy card are being made available on or about April 21, 2016. TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS ................... 1 Annual Meeting .......................................................... 1 Stock Ownership ......................................................... 2 Quorum and Voting ....................................................... 2 Stockholder Proposals and Director Nominations .................................. 6 Additional Information about the Proxy Materials ................................. 7 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 7, 2016 ................. 8 PROPOSAL ONE—ELECTION OF DIRECTORS ................................. 9 General ................................................................ 9 Nominees .............................................................. 9 Information Regarding the Nominees and Other Directors ........................... 9 PROPOSAL TWO—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................................. 12 General ................................................................ 12 Principal Accounting Fees and Services ......................................... 12 Pre-Approval of Audit and Non-Audit Services ................................... 13 CORPORATE GOVERNANCE ............................................... 14 Code of Conduct ......................................................... 14 Board Composition ....................................................... 14 Director Independence ..................................................... 14 Board Leadership Structure ................................................. 15 Board Committees ........................................................ 15 Stockholder Recommendations for Nominations to the Board of Directors ............... 17 Compensation Committee Interlocks and Insider Participation ........................ 17 Meetings of the Board of Directors ............................................ 18 Board Oversight of Risk .................................................... 18 Director Compensation .................................................... 18 Stockholder Communications with the Board of Directors ........................... 20 EXECUTIVE OFFICERS .................................................... 21 EXECUTIVE COMPENSATION .............................................. 22 Summary Compensation Table ............................................... 22 Narrative Explanation of Compensation Arrangements with Our Named Executive Officers . 22 Outstanding Equity Awards at 2015 Fiscal Year-End ............................... 23 Severance and Change in Control Benefits ...................................... 24 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . 26 EQUITY COMPENSATION PLAN INFORMATION ............................... 29 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................ 30 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE .............. 31 AUDIT COMMITTEE REPORT .............................................. 32 OTHER MATTERS ........................................................ 33 i NATERA, INC. 201 Industrial Road, Suite 410 San Carlos, California 94070 PROXY STATEMENT FOR 2016 ANNUAL MEETING OF STOCKHOLDERS This proxy statement is furnished in connection with solicitation of proxies by our board of directors for use at the 2016 annual meeting of stockholders (the Annual Meeting) to be held at 12:00 p.m. Pacific Time on Tuesday, June 7, 2016, and any postponements or adjournments thereof. The Annual Meeting will be held at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP located at 1200 Seaport Blvd, Redwood City, CA

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