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  4. [Form 4] Denali Therapeutics Inc. Insider Trading Activity

[Form 4] Denali Therapeutics Inc. Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4
Insider Watts Ryan J.
Role President and CEO
Sold 495,282 shs ($7.43M)
Approx. gross sale proceeds $7.43M
Approx. exercise cost $521K
Approx. pre-tax spread $6.91M
Type Security Shares Price Value
Exercise Stock Option (right to buy) 455,282 $0.00 $0.00
Exercise Stock Option (right to buy) 40,000 $0.00 $0.00
Exercise Common Stock 455,282 $0.68 $310K
Exercise Common Stock 40,000 $5.28 $211K
Sale Common Stock 495,282 $15.00 $7.43M
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (right to buy) — 643,178 shares (Direct); Common Stock — 253,071 shares (Direct); Common Stock — 2,202,604 shares (Indirect, See footnote)
Footnotes (6)
  1. F1. Includes 177,940 Unvested RSUs.
  2. F2. The sales reported by the Reporting Person were made pursuant to a previously signed/adopted 10b5-1 Selling plan dated 09/16/2024. The shares sold primarily relate to 455,282 stock options that expire on 08/21/2025.
  3. F3. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $15.00 to $15.08 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. F4. The shares are held of record by the Watts Family 2015 Trust dated July 7, 2015, for which the Reporting Person serves as trustee.
  5. F5. The vesting of the shares subject to the option are contingent upon the achievement of certain performance metrics. 50% of the shares subject to the option vested on March 3, 2021, and 50% of the shares subject to the option will vest on the date the closing price of Issuer's Common Stock equals or exceeds $80.00 per share on NASDAQ for 90 consecutive trading days.
  6. F6. 25% of the shares subject to the option will vest on March 8, 2018 and an additional 1/48 of the shares vest monthly thereafter.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Watts Ryan J.
(Last) (First) (Middle)
C/O DENALI THERAPEUTICS INC.
161 OYSTER POINT BLVD.
(Street)
SOUTH SAN FRANCISCO CA 94080
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Denali Therapeutics Inc. [ DNLI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/09/2025 M 455,282 A $0.68 708,353(1) D
Common Stock 07/09/2025 M 40,000 A $5.28 748,353(1) D
Common Stock 07/09/2025 S(2) 495,282 D $15(3) 253,071(1) D
Common Stock 2,202,604 I See footnote(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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) $0.68 07/09/2025 M 455,282 (5) 08/21/2025 Common Stock 455,282 $0 622,809 D
Stock Option (right to buy) $5.28 07/09/2025 M 40,000 (6) 03/07/2027 Common Stock 40,000 $0 20,369 D
Explanation of Responses:
1. Includes 177,940 Unvested RSUs.
2. The sales reported by the Reporting Person were made pursuant to a previously signed/adopted 10b5-1 Selling plan dated 09/16/2024. The shares sold primarily relate to 455,282 stock options that expire on 08/21/2025.
3. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $15.00 to $15.08 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 Watts Family 2015 Trust dated July 7, 2015, for which the Reporting Person serves as trustee.
5. The vesting of the shares subject to the option are contingent upon the achievement of certain performance metrics. 50% of the shares subject to the option vested on March 3, 2021, and 50% of the shares subject to the option will vest on the date the closing price of Issuer's Common Stock equals or exceeds $80.00 per share on NASDAQ for 90 consecutive trading days.
6. 25% of the shares subject to the option will vest on March 8, 2018 and an additional 1/48 of the shares vest monthly thereafter.
Remarks:
/s/ Tyler Nielsen, by power of attorney 07/11/2025
** Signature of Reporting Person 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR