SEC Form 4 · accession 0000315066-17-002955

Denali Therapeutics Inc. · DNLI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

FMR LLC

Other

Period of report

Dec 12, 2017

Accepted (ET)

Dec 14, 2017 · 3:05 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001714899

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Dec 12, 2017	C	2,188,869	—	A	2,841,896	I	Impresa Fund III Limited Partnership
Common Stock^F1	Dec 12, 2017	C	45,035	—	A	2,886,931	I	Impresa Fund III Limited Partnership
Common Stock^F1	Dec 12, 2017	C	112,590	—	A	2,999,521	I	Impresa Fund III Limited Partnership
Common Stock^F1	Dec 12, 2017	C	808,013	—	A	1,049,072	I	F-Prime Capital Partners Healthcare Fund IV LP
Common Stock^F1	Dec 12, 2017	C	16,624	—	A	1,065,696	I	F-Prime Capital Partners Healthcare Fund IV LP
Common Stock^F1	Dec 12, 2017	C	41,561	—	A	1,107,257	I	F-Prime Capital Partners Healthcare Fund IV LP
Common Stock^F1	Dec 12, 2017	C	24,240	—	A	31,471	I	F-Prime Capital Partners Healthcare Advisors Fund IV LP
Common Stock^F1	Dec 12, 2017	C	498	—	A	31,969	I	F-Prime Capital Partners Healthcare Advisors Fund IV LP
Common Stock^F1	Dec 12, 2017	C	1,246	—	A	33,215	I	F-Prime Capital Partners Healthcare Advisors Fund IV LP
Common Stock	holding	—	—		—	750,001	I	F-Prime Inc.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-1 Convertible Preferred Stock^F1	—	Dec 12, 2017	C	2,188,869	D	—	—	Common Stock	2,188,869	I
Series A-1 Convertible Preferred Stock^F1	—	Dec 12, 2017	C	808,013	D	—	—	Common Stock	808,013	I
Series A-1 Convertible Preferred Stock^F1	—	Dec 12, 2017	C	24,240	D	—	—	Common Stock	24,240	I
Series A-2 Convertible Preferred Stock^F1	—	Dec 12, 2017	C	45,035	D	—	—	Common Stock	45,035	I
Series A-2 Convertible Preferred Stock^F1	—	Dec 12, 2017	C	16,624	D	—	—	Common Stock	16,624	I
Series A-2 Convertible Preferred Stock^F1	—	Dec 12, 2017	C	498	D	—	—	Common Stock	498	I
Series B-1 Convertible Preferred Stock^F1	—	Dec 12, 2017	C	112,590	D	—	—	Common Stock	112,590	I
Series B-1 Convertible Preferred Stock^F1	—	Dec 12, 2017	C	41,561	D	—	—	Common Stock	41,561	I
Series B-1 Convertible Preferred Stock^F1	—	Dec 12, 2017	C	1,246	D	—	—	Common Stock	1,246	I

Explanation of responses

F1On December 12, 2017, in connection with the completion of the issuer's initial public offering, each share of Convertible Preferred Stock converted into one share of Common Stock.

Remarks

Remark 1: Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of Abigail P. Johnson is c/o FMR LLC, 245 Summer Street, Boston, MA 02110. Remark 2: The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned are the beneficial owners of any securities reported herein. Remark 3: The general partner of F-Prime Capital Partners Healthcare Fund IV LP is F-Prime Capital Partners Healthcare Advisors Fund IV LP (FPCPHA). FPCPHA is solely managed by Impresa Management LLC, the general partner of its general partner and its investment manager. Impresa Fund III Limited Partnership is solely managed by Impresa Management LLC, its general partner and investment manager. Impresa Management LLC is owned, directly or indirectly, by various shareholders and employees of FMR LLC, including certain members of the Johnson family. F-Prime Inc. is a wholly-owned subsidiary of FMR LLC.