Ryan J. Watts - 09 Feb 2023 Form 4 Insider Report for Denali Therapeutics Inc. (DNLI)

Role: President and CEO, Director
Signature: /s/ Tyler Nielsen, by power of attorney
Issuer symbol: DNLI
Transactions as of: 09 Feb 2023
Transactions value $: -$815,515
Form type: 4
Filing time: 13 Feb 2023, 18:14:01 UTC
Previous filing: 09 Jan 2023
Next filing: 15 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DNLI	Common Stock	Sale	-$105,015	-3,433	-0.15%	$30.59	2,229,031	09 Feb 2023	See footnote	F1, F2, F3, F4
transaction	DNLI	Common Stock	Options Exercise	$17,000	+25,000	+1.12%	$0.68^*	2,254,031	10 Feb 2023	See footnote	F4
transaction	DNLI	Common Stock	Sale	-$727,500	-25,000	-1.11%	$29.1	2,229,031	10 Feb 2023	See footnote	F4, F5, F6
holding	DNLI	Common Stock						208,134	09 Feb 2023	Direct	F3, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DNLI	Stock Option (right to buy)	Options Exercise	$0	-25,000	-2.01%	$0	1,220,617	10 Feb 2023	Common Stock	25,000	$0.68	Direct	F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares sold to satisfy the tax obligations by the reporting person in connection with the settlement of previously vested restricted stock units.
F2	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $30.39 to $30.66 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	Reflects the issuance of shares to the Watts Family 2015 Trust in connection with the vesting of 8,800 restricted stock units held by the Reporting Person
F4	The shares are held of record by the Watts Family 2015 Trust dated July 7, 2015, for which the Reporting Person serves as trustee.
F5	The sales reported by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan.
F6	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $28.75 to $29.57 per share. Upon request by the Commission staff, the Issuer, or a securityholder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F7	Includes 208,134 RSUs.
F8	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 vested on the date the closing price of Issuer's Common Stock equaled or exceeded $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.