Sec Form 4 Filing - NELSEN ROBERT @ Denali Therapeutics Inc. - 2019-08-08

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NELSEN ROBERT
2. Issuer Name and Ticker or Trading Symbol
Denali Therapeutics Inc. [ DNI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2019
(Street)
CHICAGO, IL60631
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 08/08/2019 J( 1 ) 400,000 D $ 0 10,668,749 I Held by ARCH Venture Fund VIII, L.P. ( 2 ) ( 3 )
Common Stock 08/08/2019 J( 1 )( 4 ) 2,030 A $ 0 2,030 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NELSEN ROBERT
8755 WEST HIGGINS ROAD
SUITE 1025
CHICAGO, IL60631
X X
Signatures
/s/ Mark McDonnell, Attorney-in-Fact for Robert Nelsen 08/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Distribution of Common Stock held by a limited partnership to its partners for no consideration.
( 2 )Following the transactions reported herein, 10,668,749 shares of common stock held of record by ARCH Venture Fund VIII, L.P. ("ARCH Fund VIII").
( 3 )The sole general partner of ARCH Fund VIII is ARCH Venture Partners VIII, L.P. ("ARCH Partners VIII"). The sole general partner of ARCH Partners VIII is ARCH Venture Partners VIII, LLC ("ARCH VIII LLC"). ARCH Partners VIII may therefore be deemed to beneficially own the securities held by ARCH Fund VIII and ARCH VIII LLC may be deemed to beneficially own the securities held by ARCH Fund VIII. ARCH Partners VIII and ARCH VIII LLC disclaim beneficial ownership of such securities, except to the extent of any pecuniary interest therein. The Reporting Person is a managing director of ARCH VIII LLC and may be deemed to beneficially own the shares held by ARCH Fund VIII. Messr. Nelsen disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
( 4 )Reflects change from indirect to direct ownership of shares previously reported as beneficially owned by the reporting person.

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).

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