Sec Form 4 Filing - Flagship Ventures Fund V, L.P. @ Denali Therapeutics Inc. - 2017-12-12

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 Flagship Ventures Fund V, L.P. 2. Issuer Name and Ticker or Trading Symbol Denali Therapeutics Inc. [ DNLI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 55 CAMBRIDGE PARKWAY, SUITE 800E 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2017 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 12/12/2017 C 8,606,249 A 8,918,749 D ( 4 )

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 Series A-1 Preferred Stock ( 1 ) 12/12/2017 C 8,324,999 ( 1 ) ( 1 ) Common Stock 8,324,999 $ 0 0 D ( 4 ) Series A-2 Preferred Stock ( 2 ) 12/12/2017 C 125,000 ( 2 ) ( 2 ) Common Stock 125,000 $ 0 0 D ( 4 ) Series B-1 Preferred Stock ( 3 ) 12/12/2017 C 156,250 ( 3 ) ( 3 ) Common Stock 156,250 $ 0 0 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flagship Ventures Fund V, L.P. 55 CAMBRIDGE PARKWAY SUITE 800E CAMBRIDGE, MA02142 X AFEYAN NOUBAR 55 CAMBRIDGE PARKWAY SUITE 800E CAMBRIDGE, MA02142 X Flagship Ventures Fund V General Partner LLC 55 CAMBRIDGE PARKWAY SUITE 800E CAMBRIDGE, MA02142 X Signatures Flagship Ventures Fund V, L.P. By: Flagship Ventures Fund V General Partner LLC By:/s/ Noubar Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager 12/12/2017 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D. 12/12/2017 Signature of Reporting Person Date Flagship Ventures Fund V General Partner LLC By:/s/ Noubar Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager 12/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A-1 Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis immediately prior to the completion of theIssuer's initial public offering of Common Stock and had no expiration date. ( 2 )The Series A-2 Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis immediately prior to the completion of theIssuer's initial public offering of Common Stock and had no expiration date. ( 3 )The Series B-1 Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis immediately prior to the completion of theIssuer's initial public offering of Common Stock and had no expiration date. ( 4 )Held by Flagship Ventures Fund V, L.P. ("Flagship V"). Flagship Ventures Fund V General Partner LLC ("Flagship V LLC") is the general partner of Flagship V. Noubar B. Afeyan, Ph.D. is the manager of Flagship V LLC. Flagship V LLC and Dr. Afeyan may be deemed to possess voting and investment control over all shares held by Flagship V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

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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