Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. 4) *
Natera, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
632307 10 4
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 632307 10 4 | 13 G |
| 1 |
NAMES OF REPORTING PERSONS.
Claremont Creek Ventures, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
0 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
& #x2610; | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | This Schedule 13G is filed by Claremont Creek Ventures, L.P. (“CCV”), Claremont Creek Partners, LLC (“CCP”), Claremont Creek Partners Fund, L.P. (“CCPF”), Claremont Creek Ventures II, L.P. (“CCV II”), Claremont Creek Partners II, LLC (“CCP II”), Randall Hawks (“Hawks”) and Nathaniel Goldhaber (“Goldhaber” together with CCV, CCP, CCPF, CCV II, CCP II and Hawks, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP NO. 632307 10 4 | 13 G |
| 1 |
NAMES OF REPORTING PERSONS.
Claremont Creek Partners Fund, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
0 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP NO. 632307 10 4 | 13 G |
| 1 |
NAMES OF REPORTING PERSONS
Claremont Creek Partners, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
0 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP NO. 632307 10 4 | 13 G |
| 1 |
NAMES OF REPORTING PERSONS.
Claremont Creek Ventures II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
0 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP NO. 632307 10 4 | 13 G |
| 1 |
NAMES OF REPORTING PERSONS
Claremont Creek Partners II, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
0 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP NO. 632307 10 4 | 13 G |
| 1 |
NAMES OF REPORTING PERSONS
Randall Hawks | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
104,470 shares of Common Stock (2) | ||||
| 6 | SHARED VOTING POWER
0 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
104,470 shares of Common Stock (2) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,470 shares of Common Stock (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by R HAWKS JR. & B M HAWKS CO-TTEE RANDALL & BEVERLY HAWKS FAMILY TRUST U/A DTD 07/03/2012 (the “Hawks Trust”). Randall Hawks serves as the trustee of the Hawks Trust. As such, Mr. Hawks possesses the power to direct the voting and disposition of the shares owned by the Hawks Trust and may be deemed to have indirect beneficial ownership of the shares held by the Hawks Trust. |
| (3) | This percentage set forth on the cover sheets are calculated based on 61,823,667 shares of the Common Stock outstanding as of October 31, 2018, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2018, as filed with the Commission on November 9, 2018. |
| CUSIP NO. 632307 10 4 | 13 G |
| 1 |
NAMES OF REPORTING PERSONS
Nathaniel Goldhaber | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
115,816 shares of Common Stock (2) | ||||
| 6 | SHARED VOTING POWER
0 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
115,816 shares of Common Stock (2) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,816 shares of Common Stock (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Goldhaber Investments, L.P., of which Nathaniel Goldhaber serves as general partner. |
| (3) | This percentage set forth on the cover sheets are calculated based on 61,823,667 shares of the Common Stock outstanding as of October 31, 2018, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2018, as filed with the Commission on November 9, 2018. |
Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Natera, Inc., a Delaware corporation (the “Issuer”).
Item 1
| (a) | Name of Issuer: | Natera, Inc. | ||
| (b) | Address of Issuer’s | |||
| Principal Executive Offices: | 201 Industrial Road, Suite 410 | |||
| San Carlos, California 94070 | ||||
Item 2
| (a) | Name of Reporting Persons Filing: |
| 1. | Claremont Creek Ventures, L.P. (“CCV”) |
| 2. | Claremont Creek Partners Fund, L.P. (“CCPF”) |
| 3. | Claremont Creek Partners, LLC (“CCP”) |
| 4. | Claremont Creek Ventures II, L.P. (“CCV II”) |
| 5. | Claremont Creek Partners II, LLC (“CCP II”) |
| 6. | Randall Hawks (“Hawks”) |
| 7. | Nathaniel Goldhaber (“Goldhaber”) |
| (b) |
Address of Principal Business Office: |
c/o Claremont Creek Ventures | ||
| 300 Frank H. Ogawa Plaza, Suite 350 | ||||
| Oakland, California 94612 |
| (c) | Citizenship: |
| CCV | Delaware | |
| CCPF | Delaware | |
| CCP | Delaware | |
| CCV II | Delaware | |
| CCP II | Delaware | |
| Hawks | United States of America | |
| Goldhaber | United States of America |
| (d) |
Title of Class of Securities: |
Common Stock | ||
| (e) |
CUSIP Number: |
632307 10 4 | ||
| Item 3 | Not applicable. |
| Item 4 | Ownership. |
The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018:
| Reporting Persons |
Shares Held Directly (1) |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (2) |
|||||||||||||||||||||
| CCV |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| CCPF |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| CCV II |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| CCP |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| CCP II |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| Hawks |
104,470 | 104,470 | 0 | 104,470 | 0 | 104,470 | 0.2 | % | ||||||||||||||||||||
| Goldhaber |
115,816 | 115,816 | 0 | 115,816 | 0 | 115,816 | 0.2 | % | ||||||||||||||||||||
| (1) | Represents the number of shares of Common Stock held by the Reporting Persons. |
| (2) | This percentage set forth on the cover sheets are calculated based on 61,823,667 shares of the Common Stock outstanding as of October 31, 2018, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2018, as filed with the Commission on November 9, 2018. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
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: ☒
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9 | Notice of Dissolution of Group. |
Not applicable.
| Item 10 | Certification. |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.
Dated: February 8, 2019
| CLAREMONT CREEK VENTURES, L.P. | ||
| By: Claremont Creek Partners, LLC | ||
| Its: General Partner | ||
| By: | /s/ Randall Hawks | |
| Randall Hawks, Managing Director | ||
| CLAREMONT CREEK PARTNERS FUND, L.P. | ||
| By: Claremont Creek Partners, LLC | ||
| Its: General Partner | ||
| By: | /s/ Randall Hawks | |
| Randall Hawks, Managing Director | ||
| CLAREMONT CREEK PARTNERS, LLC | ||
| By: | /s/ Randall Hawks | |
| Randall Hawks, Managing Director | ||
| CLAREMONT CREEK VENTURES II, L.P. | ||
| By: Claremont Creek Partners II, LLC | ||
| Its: General Partner | ||
| By: | /s/ Randall Hawks | |
| Randall Hawks, Managing Director | ||
| CLAREMONT CREEK PARTNERS II, LLC | ||
| By: | /s/ Randall Hawks | |
| Randall Hawks, Managing Director | ||
| /s/ Randall Hawks | ||
| Randall Hawks | ||
| /s/ Nathaniel Goldhaber | ||
| Nathaniel Goldhaber | ||
Exhibit(s):
A: Joint Filing Statement