Natera,Inc. (NASDAQ:NTRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

(b)On January31, 2017, Mr.Herm Rosenman tendered his resignation
as the Chief Financial Officer of the Company, such resignation
to be effective as of the close of business on January31, 2017.
Mr.Rosenmans resignation was not a result of any disagreement
with the Company on any matter relating to its operations,
policies or practices.

(c)On January31, 2017, the Companys Board of Directors (the
Board) appointed Mr.Michael Brophy, the Companys current Senior
Vice President, Finance and Investor Relations, as Chief
Financial Officer effective as of February1, 2017. As Chief
Financial Officer, Mr.Brophy will serve as the Companys principal
financial and accounting officer.

Mr.Brophy, age 37, served as the Companys Senior Vice President,
Finance and Investor Relations since September2016, and, prior to
that, served as the Companys Vice President, Corporate
Development and Investor Relations since September2015. Prior to
joining the Company, Mr.Brophy served as an executive director
from January2014 to September2015, and as a vice president prior
to that, in the investment banking division at Morgan Stanley,
where he focused on advising corporate clients in the life
science tools and diagnostics sector. Mr.Brophy holds an M.B.A.
from the University of California, Los Angeles and a Bachelor of
Science in Economics from the United States Air Force Academy.

In connection with his appointment, the Company and Mr.Brophy
entered into an amended letter agreement, to which Mr.Brophys
annual base salary will be $330,000. Subject to the approval of
the Board, Mr.Brophy will also be eligible to participate in the
Companys management cash incentive plan, with an annual target
bonus of up to 40% of Mr.Brophys base salary.

In addition, Mr.Brophy will enter into the Companys standard
indemnification agreement to which the Company will indemnify
Mr.Brophy against certain expenses, including attorneys fees,
judgments, fines and settlement amounts, incurred by him in any
action or proceeding arising out of his services as an officer of
the Company or any of the Companys subsidiaries, to the fullest
extent permitted by Delaware law, our certificate of
incorporation and our bylaws.

There are no family relationships between Mr.Brophy and any
director or executive officer of the Company, and Mr.Brophy does
not have any related party transactions that are required to be
disclosed.

(d)On January31, 2017, the Board increased the authorized size of
the Board to eight members, creating a vacancy on the Board.

On January31, 2017, upon the recommendation of the nominating and
corporate governance committee, the Board appointed Mr.Rosenman
to serve as a member of the Board, effective as of the close of
business on January31, 2017, to fill such vacancy. Mr.Rosenman
will serve as a ClassII director, with an initial term expiring
at the 2017 annual meeting of stockholders. There is no
arrangement or understanding between Mr.Rosenman and any other
persons to which Mr.Rosenman was elected as a director.

In connection with his appointment to the Board, Mr.Rosenman will
be entitled to receive cash and equity compensation consistent
with that of the Companys other non-employee directors. Such
compensation is described in Exhibit10.1 to the Companys
Quarterly Report on Form10-Q filed with the Securities and
Exchange Commission on November13, 2015. However, Mr.Rosenman has
agreed to waive such cash and equity compensation until such time
as his restricted stock unit award fully vests, as described
further in subsection (e)below.

Mr.Rosenman does not have any family relationships or related
party transactions that are required to be disclosed.

A copy of the press release announcing the changes described in
subsections (b), (c)and (d)is attached hereto as Exhibit99.1.

(e) A description of Mr.Brophys compensation for serving as Chief
Financial Officer is described in subsection (c)above and
incorporated herein by reference.

On January31, 2017, in recognition of Mr.Rosenmans service with
the Company, the Board modified a restricted stock unit award
granted to Mr.Rosenman on April8, 2016, to provide for continued
vesting of such award in connection with his service as a member
of the Board. Such award vests in 12 equal monthly installments
beginning on May1, 2016.

Item 9.01. Financial Statements and
Exhibits.

(d)Exhibits.

About Natera, Inc. (NASDAQ:NTRA)

Natera, Inc. is a diagnostics company. The Company’s product offerings include its Panorama Non-Invasive Prenatal Test (NIPT) that screens for chromosomal abnormalities of a fetus with a blood draw from the mother; Horizon Carrier Screening (Horizon) to determine carrier status for various severe genetic diseases that could be passed on to the carrier’s children; Spectrum Pre-implantation Genetic Screening (PGS) and Spectrum Pre-implantation Genetic Diagnosis (PGD) to analyze chromosomal anomalies or inherited genetic conditions during an in vitro fertilization (IVF) cycle to select embryos with the probability of becoming healthy children; Anora Products of Conception (POC) test to analyze fetal chromosomes to understand the cause of miscarriage, and Non-Invasive Paternity Testing (PAT), to determine paternity by analyzing the fragments of fetal deoxyribonucleic acid (DNA) in a pregnant mother’s blood and a blood sample from the alleged father(s).

Natera, Inc. (NASDAQ:NTRA) Recent Trading Information

Natera, Inc. (NASDAQ:NTRA) closed its last trading session up +0.10 at 9.39 with 113,186 shares trading hands.