Denali Therapeutics Inc. — Director's Dealing 2021

Feb 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Denali Therapeutics Inc. (DNLI)
CIK: 0001714899
Period of Report: 2021-02-07

Reporting Person: Ho Carole (Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-07	Common Stock	M	4250	$0.00	Acquired	169391	Indirect
2021-02-09	Common Stock	S	1006	$74.401	Disposed	168385	Indirect
2021-02-09	Common Stock	S	364	$75.102	Disposed	168021	Indirect
2021-02-09	Common Stock	S	100	$76.00	Disposed	167921	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-07	Restricted Stock Units	$	M	4250	Disposed		Common Stock (4250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25000	Indirect
Common Stock	1476	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

F2: The shares are held of record by the Rohatgi-Ho Family 2009 Revocable Trust, for which Reporting Person serves as trustee.

F3: Shares sold to satisfy the tax obligations by the reporting person in connection with the settlement of previously vested restricted stock units.

F4: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $73.96 to $74.75 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F5: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $74.96 to $75.21 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F6: The shares are held of record by The Rohatgi-Ho Irrevocable GST Trust, for which the Reporting Person serves as trustee.

F7: 25% of the restricted stock units vested on February 7, 2020 (the "Vesting Commencement Date") and an additional 25% of the restricted stock units shall vest on each annual anniversary of the Vesting Commencement Date thereafter, subject to the Reporting Person remaining a service provider of the Issuer through each such date.