13G Filing: James E. Flynn and Natera Inc. (NTRA)

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Mgmt,
L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,779,715
(1)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,779,715
(1)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,779,715
(1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.17%

TYPE OF REPORTING PERSON*

PN

632307104

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Management
Company, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,779,715
(2)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,779,715
(2)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,779,715
(2)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.17%

TYPE OF REPORTING PERSON*

PN

632307104

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Partners,
L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,798,476

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,798,476

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,798,476

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

3.34%

TYPE OF REPORTING PERSON*

PN

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield International
Master Fund, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

981,239

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

981,239

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

981,239

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.82%

TYPE OF REPORTING PERSON*

PN

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

James E. Flynn

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,779,715
(3)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,779,715
(3)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,779,715
(3)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.17%

TYPE OF REPORTING PERSON*

IN

Natera, Inc.

201 Industrial Road, Suite 410

San Carlos, CA 94070

James
E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and Deerfield International Master
Fund, L.P.

James
E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P., Deerfield International Master Fund,
L.P. 780 Third Avenue, 37th Floor, New York, NY 10017

Deerfield
Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P. – Delaware limited partnerships;

Deerfield
International Master Fund, L.P. – British Virgin Islands limited partnership;

James E. Flynn – United States citizen

Common Stock

632307104

If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Broker or dealer registered under Section 15 of the
Exchange Act.

Insurance company as defined in Section 3(a)(19) of
the Exchange Act.

Investment company registered under Section 8 of the
Investment Company Act.

An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);

A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;

A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Deerfield Mgmt, L.P. – 2,779,715 shares

Deerfield Management Company, L.P. – 2,779,715
shares

Deerfield Partners, L.P. – 1,798,476 shares

Deerfield International Master Fund, L.P. –
981,239 shares

James E. Flynn – 2,779,715 shares

Deerfield Mgmt, L.P. – 5.17%

Deerfield Management Company, L.P. – 5.17%

Deerfield Partners, L.P. – 3.34%

Deerfield International Master Fund, L.P. –
1.82%

James E. Flynn – 5.17%

Deerfield
Mgmt, L.P. – 2,779,715

Deerfield
Management Company, L.P. – 2,779,715

Deerfield
Partners, L.P. – 1,798,476

Deerfield
International Master Fund, L.P. – 981,239

James
E. Flynn – 2,779,715

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition
of

Deerfield
Mgmt, L.P. – 2,779,715

Deerfield
Management Company, L.P. – 2,779,715

Deerfield
Partners, L.P. – 1,798,476

Deerfield
International Master Fund, L.P. – 981,239

James
E. Flynn – 2,779,715

If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities check the following ☐.

If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund
is not required.

Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or Control
person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

If a group has filed this schedule pursuant
to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit
stating the identity of each member of the group.

Notice of dissolution of a group may be
furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security
reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

“By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under §240.14a–11.”