SEC Form 3 · accession 0000315066-17-002963
Denali Therapeutics Inc. · DNLI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 2,999,521 | I | by Impresa Fund III Limited Partnership | |
| Common StockF1,F3 | holding | — | — | — | 1,107,257 | I | by F-Prime Capital Partners Healthcare Fund IV LP | |
| Common StockF1,F3 | holding | — | — | — | 33,215 | I | by F-Prime Capital Partners Healthcare Advisors Fund IV LP | |
| Common StockF1,F4 | holding | — | — | — | 750,001 | I | by F-Prime Inc. |
Table II — derivative securities
Explanation of responses
- F1Table I, Column 2 does not include shares beneficially owned by FMR Co., Inc. and Fidelity Institutional Asset Management Trust Company (FIAMTC) as a result of acting as investment adviser to various investment companies and other funds and accounts, as disclosed in Remark 2 below.
- F2Impresa 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.
- F3The 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 Management LLC is owned, directly or indirectly, by various shareholders and employees of FMR LLC, including certain members of the Johnson family.
- F4F-Prime Inc. is a wholly-owned subsidiary of FMR LLC.
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: In addition to the securities shown in Table I, FMR Co., Inc., an indirect, wholly-owned subsidiary of FMR LLC and an investment adviser registered under the Investment Advisers Act of 1940, and FIAMTC, an indirect, wholly-owned subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, are the beneficial owners of 3,956,598 shares, or 4.497%, of Common Stock of Denali Therapeutics, Inc., as a result of acting as investment advisers to various investment companies registered under the Investment Company Act of 1940 and other funds and accounts. FMR LLC and Abigail P. Johnson have no pecuniary interest in these 3,956,598 shares of Common Stock. Remark 3: 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.