Denali Therapeutics Inc. — Director's Dealing 2021

Feb 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Denali Therapeutics Inc. (DNLI)
CIK: 0001714899
Period of Report: 2021-02-08

Reporting Person: Watts Ryan J. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-08	Common Stock	M	5516	$0.00	Acquired	2310165	Indirect
2021-02-08	Common Stock	M	8800	$0.00	Acquired	2318965	Indirect
2021-02-09	Common Stock	S	2667	$73.239	Disposed	2316298	Indirect
2021-02-09	Common Stock	S	1634	$74.051	Disposed	2314664	Indirect
2021-02-09	Common Stock	S	811	$75.072	Disposed	2313853	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-08	Restricted Stock Units	$	M	5516	Disposed		Common Stock (5516)	Direct
2021-02-08	Restricted Stock Units	$	M	8800	Disposed		Common Stock (8800)	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 Watts Family 2015 Trust dated July 7, 2015, for which the 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 $72.61 to $73.58 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 $73.62 to $74.50 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 sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $74.79 to $75.195 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.

F7: 50% of the restricted stock units vested on February 8, 2020 and the remaining 50% of the restricted stock units vested on February 8, 2021, subject to the Reporting Person remaining a service provider of the Issuer through each such date.

F8: 25% of the restricted stock units vested on February 8, 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.