Statement of Changes in Beneficial Ownership (4)
December 05 2019 - 5:17PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Schuth Alexander O. |
2. Issuer Name and Ticker or Trading Symbol
Denali Therapeutics Inc.
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DNLI
]
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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 |
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(Last)
(First)
(Middle)
C/O DENALI THERAPEUTICS INC., 161 OYSTER POINT BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2019 |
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(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 10711 | I | See footnote (1) |
| Common Stock | 12/3/2019 | | S(2) | | 1012 | D | $18.01 (3) | 583366 | I | See footnote (4) |
| Common Stock | 12/3/2019 | | M | | 711 | A | $5.28 | 26550 | D | |
| Common Stock | 12/3/2019 | | S(2) | | 711 | D | $18.01 (5) | 25839 | D | |
| Common Stock | 12/4/2019 | | S(2) | | 2656 | D | $18.00 (3) | 580710 | I | See footnote (4) |
| Common Stock | 12/4/2019 | | M | | 3121 | A | $5.28 | 28960 | D | |
| Common Stock | 12/4/2019 | | S(2) | | 3121 | D | $18.00 (3) | 25839 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Stock Option (right to buy) | $5.28 | 12/3/2019 | | M | | | 711 | (6) | 3/7/2027 | Common Stock | 711 | $0.00 | 112058 | D | |
| Stock Option (right to buy) | $5.28 | 12/4/2019 | | M | | | 3121 | (6) | 3/7/2027 | Common Stock | 3121 | $0.00 | 108937 | D | |
| Explanation of Responses: |
| (1) | The shares are held of record by the Alexander Olaf Schuth Trust, for which the Reporting Person serves as trustee. |
| (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 $18.00 to $18.04 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 $18.00 to $18.02 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) | 25% of the shares subject to the option vested on March 8, 2018 and an additional 1/48 of the shares vest monthly thereafter. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Schuth Alexander O.
C/O DENALI THERAPEUTICS INC.
161 OYSTER POINT BLVD.
SOUTH SAN FRANCISCO, CA 94080 |
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| COO and Secretary |
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Signatures
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| /s/ Tyler Nielsen, by power of attorney | | 12/5/2019 |
| **Signature of Reporting Person | Date |
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