Denali Therapeutics Inc. — Director's Dealing 2017

Dec 8, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Denali Therapeutics Inc. (DNLI)
CIK: 0001714899
Period of Report: 2017-12-07

Reporting Person: Flagship Ventures Fund V, L.P. (10% Owner)
Reporting Person: AFEYAN NOUBAR (10% Owner)
Reporting Person: Flagship Ventures Fund V General Partner LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	312500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Preferred Stock	$		Common Stock (8324999)		Direct
Series A-2 Preferred Stock	$		Common Stock (125000)		Direct
Series B-1 Preferred Stock	$		Common Stock (156250)		Direct

Footnotes

F1: Held by Flagship Ventures Fund V, L.P. ("Flagship V"). Flagship Ventures Fund V General Partner LLC ("Flagship V LLC") is the general partner of Flagship V. Noubar B. Afeyan, Ph.D. is the manager of Flagship V LLC. Flagship V LLC and Dr. Afeyan may be deemed to possess voting and investment control over all shares held by Flagship V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

F2: The Series A-1 Preferred Stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the completion of
the Issuer's initial public offering of Common Stock and has no expiration date.

F3: The Series A-2 Preferred Stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the completion of
the Issuer's initial public offering of Common Stock and has no expiration date.

F4: The Series B-1 Preferred Stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the completion of
the Issuer's initial public offering of Common Stock and has no expiration date.