Attached Carole Ho - 03 Jan 2023 Form 4 Insider Report for Denali Therapeutics Inc. (DNLI)

Role: Chief Medical Officer
Signature: /s/ Tyler Nielsen, by power of attorney
Issuer symbol: DNLI
Transactions as of: 03 Jan 2023
Net transactions value: -$83,574
Form type: 4
Filing time: 05 Jan 2023, 20:08:45 UTC
Previous filing: 02 Sep 2022
Next filing: 09 Jan 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	Award	$0	+41,120	+42%	$0.000000	138,967	03 Jan 2023	Direct	F1, F2, F3
transaction	DNLI	Common Stock	Sale	$83,574	-2,913	-1.6%	$28.69	175,500	04 Jan 2023	See footnote	F3, F4, F5, F6
holding	DNLI	Common Stock						25,000	03 Jan 2023	See footnote	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)	Award	$0	+123,360		$0.000000	123,360	03 Jan 2023	Common Stock	123,360	$27.63	Direct	F8

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

Explanation of Responses:

Id	Content
F1	Each share is represented by a Restricted Stock Unit ("RSU") and a contingent right to receive one share of common stock of the Issuer. 25% of the RSUs shall vest on January 3, 2024 (the "Vesting Commencement Date") and an additional 25% of the RSUs 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.
F2	Includes 138,557 RSUs.
F3	Reflects the issuance of shares to the Rohatgi-Ho Family 2009 Revocable Trust in connection with the vesting of 7,750 RSUs held by the Reporting Person.
F4	Shares sold to satisfy the tax obligations by the Reporting Person in connection with the settlement of previously vested RSUs.
F5	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $28.48 to $28.97 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 Family 2009 Revocable Trust, for which Reporting Person serves as trustee.
F7	The shares are held of record by the Rohatgi-Ho Irrevocable GST Trust for the benefit of the Reporting Person's children.
F8	25% of the shares subject to the option shall vest on January 3, 2024, 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.