FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Schuth Alexander O.
2. Issuer Name and Ticker or Trading Symbol

Denali Therapeutics Inc. [ DNLI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
COO and Secretary
(Last)          (First)          (Middle)

C/O DENALI THERAPEUTICS INC., 151 OYSTER POINT BOULEVARD, SECOND FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/10/2018
(Street)

SOUTH SAN FRANCISCO, CA 94080
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock                  15738   (1) D    
Common Stock   12/10/2018     S (2)    2500   D $20.18   (3) 682589   I   See footnote   (4)
Common Stock   12/11/2018     S (2)    2500   D $20.22   (5) 680089   I   See footnote   (4)
Common Stock   12/12/2018     S (2)    2500   D $20.80   (6) 677589   I   See footnote   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Includes 1,802 shares acquired on May 31, 2018 and 975 shares acquired on November 30, 2018 under the Issuer's 2017 Employee Stock Purchase Plan.
(2)  The sales reported by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan.
(3)  The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $19.74 to $20.48 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.
(4)  The shares are held of record by the Schuth Family Trust, for which the Reporting Person serves as trustee.
(5)  The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $19.90 to $20.59 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.
(6)  The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $20.51 to $20.97 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Schuth Alexander O.
C/O DENALI THERAPEUTICS INC.
151 OYSTER POINT BOULEVARD, SECOND FLOOR
SOUTH SAN FRANCISCO, CA 94080


COO and Secretary

Signatures
/s/ Tyler Nielsen, by power of attorney 12/12/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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