Denali Therapeutics Inc. — Director's Dealing 2021

Jan 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Denali Therapeutics Inc. (DNLI)
CIK: 0001714899
Period of Report: 2021-01-04

Reporting Person: Schuth Alexander O. (COO and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-04	Common Stock	S	1400	$65.1664	Disposed	613162	Indirect
2021-01-04	Common Stock	S	1100	$66.5764	Disposed	612062	Indirect
2021-01-04	Common Stock	S	518	$67.779	Disposed	611544	Indirect
2021-01-04	Common Stock	S	1067	$69.0732	Disposed	610477	Indirect
2021-01-04	Common Stock	S	9340	$70.1004	Disposed	601137	Indirect
2021-01-04	Common Stock	S	9709	$71.0322	Disposed	591428	Indirect
2021-01-04	Common Stock	S	8531	$72.2183	Disposed	582897	Indirect
2021-01-04	Common Stock	S	4626	$73.0872	Disposed	578271	Indirect
2021-01-04	Common Stock	S	5144	$74.0082	Disposed	573127	Indirect
2021-01-04	Common Stock	S	700	$75.6057	Disposed	572427	Indirect
2021-01-04	Common Stock	S	980	$76.4053	Disposed	571447	Indirect
2021-01-04	Common Stock	S	1472	$77.6406	Disposed	569975	Indirect
2021-01-04	Common Stock	S	7876	$78.425	Disposed	562099	Indirect
2021-01-04	Common Stock	S	3598	$79.7839	Disposed	558501	Indirect
2021-01-04	Common Stock	S	2817	$81.4457	Disposed	555684	Indirect
2021-01-04	Common Stock	S	7996	$82.137	Disposed	547688	Indirect
2021-01-04	Common Stock	S	1900	$82.9638	Disposed	545788	Indirect
2021-01-04	Common Stock	S	1226	$84.1684	Disposed	544562	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-04	Restricted Stock Units	$	A	30000	Acquired		Common Stock (30000)	Direct
2021-01-04	Stock Option (right to buy)	$70.86	A	90000	Acquired	2031-01-03	Common Stock (90000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10686	Direct

Footnotes

F1: The sales reported by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $65.02 to $65.40 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.

F3: The shares are held of record by The Schuth Family Trust U/A DTD 06/05/2017, for which the Reporting Person serves as trustee.

F4: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $66.09 to $67.08 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 $67.30 to $68.03 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 $68.49 to $69.48 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: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $69.59 to $70.56 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.

F8: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $70.59 to $71.55 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.

F9: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $71.62 to $72.59 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.

F10: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $72.65 to $73.55 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.

F11: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $73.65 to $74.54 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.

F12: 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 $75.90 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.

F13: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $76.09 to $77.07 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.

F14: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $77.13 to $78.11 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.

F15: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $78.14 to $78.99 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.

F16: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $79.42 to $80.22 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.

F17: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $80.71 to $81.70 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.

F18: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $81.71 to $82.69 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.

F19: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $82.77 to $83.45 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.

F20: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $84.00 to $84.25 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.

F21: Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

F22: 25% of the restricted stock units shall vest on January 4, 2022 (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.

F23: 25% of the shares subject to the option shall vest on January 4, 2022, and 1/48 of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person remaining a service provider of the Issuer through each such date.