Schuth Alexander O. - 13 Feb 2023 Form 4 Insider Report for Denali Therapeutics Inc. (DNLI)

Role: COFO and Secretary
Signature: /s/ Tyler Nielsen, by power of attorney
Issuer symbol: DNLI
Transactions as of: 13 Feb 2023
Net transactions value: -$88,225
Form type: 4
Filing time: 15 Feb 2023, 18:01:53 UTC
Previous filing: 10 Feb 2023
Next filing: 14 Apr 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	Options Exercise	$17,000	+25,000	+5%	$0.6800^*	524,902	13 Feb 2023	See footnote	F1, F2
transaction	DNLI	Common Stock	Sale	$105,225	-3,497	-0.66%	$30.09	528,691	13 Feb 2023	See footnote	F2, F3, F4, F5
holding	DNLI	Common Stock						130,792	13 Feb 2023	Direct	F5, F6

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	-11%	$0.000000	195,078	13 Feb 2023	Common Stock	25,000	$0.6800	Direct	F7

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

Explanation of Responses:

Id	Content
F1	Exercised shares were issued to the Schuth Family Trust.
F2	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.
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 ranging from $29.92 to $30.24 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.
F5	Reflects the issuance of shares to The Schuth Family Trust U/A DTD 06/05/2017 in connection with the vesting of 7,286 RSUs held by the Reporting Person.
F6	Includes 119,156 RSUs.
F7	The vesting of the shares subject to the option are contingent upon the achievement of certain performance metrics. 50% of the shares subject to the option vested on March 3, 2021, and 50% of the shares subject to the option will 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.