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: Krognes Steve E. (CFO and Treasurer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	500000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Preferred Stock	$		Common Stock (500000)		Indirect
Stock Option (right to buy)	$0.68	2025-11-19	Common Stock (125000)		Direct
Stock Option (right to buy)	$5.28	2027-03-07	Common Stock (125000)		Direct
Stock Option (right to buy)	$9.60	2027-08-21	Common Stock (62500)		Direct

Footnotes

F1: The shares are held of record by The Steve Edward Krognes Revocable Trust, for which the Reporting Person serves as a trustee.

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 vesting of the shares subject to the option is contingent upon the achievement of certain performance metrics. 50% of the shares subject to the option vest on the date the closing price of Issuer's Common Stock equals or exceeds $40.00 per share on NASDAQ for 90 consecutive trading days, beginning no earlier than June 10, 2018; and 50% of the shares subject to the option vest on the date the closing price of Issuer's Common Stock equals or exceeds $80.00 per share on NASDAQ for 90 consecutive trading days, beginning no earlier than June 10, 2018.

F4: 25% of the shares subject to the option will vest on March 8, 2018 and an additional 1/48 of the shares vest monthly thereafter.

F5: 25% of the shares subject to the option will vest on August 22, 2018 and an additional 1/48 of the shares vest monthly thereafter.