Statement of Changes in Beneficial Ownership (4)
14 October 2020 - 9:46AM
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
*
Ho Carole |
2. Issuer Name and Ticker or Trading Symbol
Denali Therapeutics Inc.
[
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) Chief Medical Officer |
(Last)
(First)
(Middle)
C/O DENALI THERAPEUTICS INC., 161 OYSTER POINT BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/8/2020 |
(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 | 10/8/2020 | | M | | 22906 | A | $5.28 | 189523 | I | See footnote (1) |
Common Stock | 10/8/2020 | | S(2) | | 22906 | D | $40.12 (3) | 166617 | I | See footnote (1) |
Common Stock | 10/9/2020 | | M | | 30000 | A | $5.28 | 196617 | I | See footnote (1) |
Common Stock | 10/9/2020 | | S(2) | | 10465 | D | $40.68 (4) | 186152 | I | See footnote (1) |
Common Stock | 10/9/2020 | | S(2) | | 19535 | D | $41.51 (5) | 166617 | I | See footnote (1) |
Common Stock | | | | | | | | 25000 | I | See footnote (6) |
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 | 10/8/2020 | | M | | | 13020 | (7) | 7/1/2026 | Common Stock | 13020 | $0.00 | 44035 | D | |
Stock Option (right to buy) | $5.28 | 10/8/2020 | | M | | | 9886 | (8) | 3/7/2027 | Common Stock | 9886 | $0.00 | 68240 | D | |
Stock Option (right to buy) | $5.28 | 10/9/2020 | | M | | | 30000 | (8) | 3/7/2027 | Common Stock | 30000 | $0.00 | 38240 | D | |
Explanation of Responses: |
(1) | The shares are held of record by the Rohatgi-Ho Family 2009 Revocable Trust, for which 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 $40.00 to $40.32 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 sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $40.11 to $41.09 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. |
(5) | The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $41.11 to $41.81 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) | Shares held of record by The Rohatgi-Ho Irrevocable GST Trust. |
(7) | Of the total 125,000 shares granted, 25% of the shares subject to the option vested on July 2, 2017 and an additional 1/48 of the shares vest monthly thereafter. |
(8) | Of the total 187,500 shares granted, 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 |
Ho Carole C/O DENALI THERAPEUTICS INC. 161 OYSTER POINT BLVD. SOUTH SAN FRANCISCO, CA 94080 |
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| Chief Medical Officer |
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Signatures
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/s/ Tyler Nielsen, by power of attorney | | 10/13/2020 |
**Signature of Reporting Person | Date |
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