Sec Form 3 Filing - Sheppard David E @ DENBURY INC - 2022-06-01

FORM 3 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 Sheppard David E 2. Issuer Name and Ticker or Trading Symbol DENBURY INC [ DEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and COO (Last) (First) (Middle) 5851 LEGACY CIRCLE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2022 (Street) PLANO, TX75024 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 141,124( 1 ) 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 Series B Warrants (Right to Buy) $ 35.41 09/18/2020 09/18/2023 Common Stock 347( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sheppard David E 5851 LEGACY CIRCLE SUITE 1200 PLANO, TX75024 EVP and COO Signatures /s/ Robbie Hudson, attorney-in-fact for Mr. Sheppard 06/06/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 22,640 restricted stock units ("RSUs") that vested on December 4, 2021; 23,344 RSUs that vest on December 4, 2022; 23,344 RSUs that vest on December 4, 2023; and 67,817 performance stock units ("PSUs") that vested on March 3, 2021. Each RSU and PSU represents a contingent right to receive one share of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer. Subject to certain conditions, the RSUs and PSUs will be settled in shares of Common Stock within 30 days following December 4, 2023. Represents 3,979 restricted shares that will vest 34%, 33% and 33% on March 7, 2023, 2024 and 2025, respectively. ( 2 )Represents series B warrants (the "Series B Warrants") to purchase shares of Common Stock. The Series B Warrants are exercisable for one share of Common Stock from the date of issuance until 5:00 p.m., New York time, on the expiration 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).

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