Ryan J. Watts - Jan 3, 2023 Form 4 Insider Report for Denali Therapeutics Inc. (DNLI)

Role: President and CEO, Director
Signature: /s/ Tyler Nielsen, by power of attorney
Stock symbol: DNLI
Transactions as of: Jan 3, 2023
Transactions value $: -$144,483
Form type: 4
Date filed: 1/5/2023, 08:07 PM
Previous filing: Aug 23, 2022
Next filing: Jan 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DNLI	Common Stock	Award	$0	+82.2K	+54.94%	$0.00	232K	Jan 3, 2023	Direct	F1, F2, F3
transaction	DNLI	Common Stock	Sale	-$144K	-5.03K	-0.23%	$28.73	2.21M	Jan 4, 2023	See footnote	F2, F4, 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)	Award	$0	+247K		$0.00	247K	Jan 3, 2023	Common Stock	247K	$27.63	Direct	F7

* 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	Reflects the issuance of shares to the Watts Family 2015 Trust in connection with the vesting of 15,500 RSUs held by the Reporting Person.
F3	Includes 231,934 RSUs.
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 $28.58 to $29.00 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.
F6	The shares are held of record by the Watts Family 2015 Trust dated July 7, 2015, for which the Reporting Person serves as trustee.
F7	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.