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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-04	Common Stock	S	1300	$65.2062	Disposed	2410012	Indirect
2021-01-04	Common Stock	S	1700	$66.6265	Disposed	2408312	Indirect
2021-01-04	Common Stock	S	1224	$68.2612	Disposed	2407088	Indirect
2021-01-04	Common Stock	S	9900	$70.0183	Disposed	2397188	Indirect
2021-01-04	Common Stock	S	11896	$70.8204	Disposed	2385292	Indirect
2021-01-04	Common Stock	S	8683	$71.7745	Disposed	2376609	Indirect
2021-01-04	Common Stock	S	9443	$72.6307	Disposed	2367166	Indirect
2021-01-04	Common Stock	S	7322	$73.7761	Disposed	2359844	Indirect
2021-01-04	Common Stock	S	1100	$74.5164	Disposed	2358744	Indirect
2021-01-04	Common Stock	S	1620	$76.0718	Disposed	2357124	Indirect
2021-01-04	Common Stock	S	1740	$77.2876	Disposed	2355384	Indirect
2021-01-04	Common Stock	S	9482	$78.412	Disposed	2345902	Indirect
2021-01-04	Common Stock	S	4208	$79.5717	Disposed	2341694	Indirect
2021-01-04	Common Stock	S	1400	$80.2457	Disposed	2340294	Indirect
2021-01-04	Common Stock	S	7539	$81.6595	Disposed	2332755	Indirect
2021-01-04	Common Stock	S	7410	$82.4393	Disposed	2325345	Indirect
2021-01-04	Common Stock	S	1225	$83.4271	Disposed	2324120	Indirect
2021-01-04	Common Stock	S	1142	$84.2421	Disposed	2322978	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-04	Restricted Stock Units	$	A	60000	Acquired		Common Stock (60000)	Direct
2021-01-04	Stock Option (right to buy)	$70.86	A	180000	Acquired	2031-01-03	Common Stock (180000)	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 $64.95 to $65.59 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.

F3: The shares are held of record by the Watts Family 2015 Trust dated July 7, 2015, 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 $66.32 to $67.10 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 $67.80 to $68.65 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 $69.29 to $70.28 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 $70.29 to $71.28 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 $71.30 to $72.29 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 $72.30 to $73.27 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 $73.30 to $74.24 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 $74.36 to $75.34 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 $75.56 to $76.49 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 $76.93 to $77.90 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.

F14: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $77.94 to $78.89 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 $78.94 to $79.91 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 $79.99 to $80.60 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 $81.03 to $82.02 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 $82.03 to $83.00 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 $83.07 to $84.01 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 $84.16 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.