X0206 3 2017-12-07 0 0001714899 Denali Therapeutics Inc. DNLI 0001627639 Flagship Ventures Fund V, L.P. 55 CAMBRIDGE PARKWAY SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001222012 AFEYAN NOUBAR 55 CAMBRIDGE PARKWAY SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001724575 Flagship Ventures Fund V General Partner LLC 55 CAMBRIDGE PARKWAY SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 Common Stock 312500 D Series A-1 Preferred Stock Common Stock 8324999 D Series A-2 Preferred Stock Common Stock 125000 D Series B-1 Preferred Stock Common Stock 156250 D Held by Flagship Ventures Fund V, L.P. ("Flagship V"). Flagship Ventures Fund V General Partner LLC ("Flagship V LLC") is the general partner of Flagship V. Noubar B. Afeyan, Ph.D. is the manager of Flagship V LLC. Flagship V LLC and Dr. Afeyan may be deemed to possess voting and investment control over all shares held by Flagship V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. The Series A-1 Preferred Stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. The Series A-2 Preferred Stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. The Series B-1 Preferred Stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. Flagship Ventures Fund V, L.P. By: Flagship Ventures Fund V General Partner LLC By:/s/ Noubar Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager 2017-12-07 /s/ Noubar B. Afeyan, Ph.D. 2017-12-07 Flagship Ventures Fund V General Partner LLC By:/s/ Noubar Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager 2017-12-07