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).
1. Name and Address of Reporting Person*
BRATTON DOUGLAS K

(Last) (First) (Middle)
201 MAIN STREET, SUITE 1900

(Street)
FORT WORTH TX 76102

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 12/12/2017 C 14,499,999 A (1) 14,812,499 I By AKDL, L.P.(4)(5)
Common Stock 12/12/2017 C 2,500,000 A (2) 17,312,499 I By AKDL, L.P.(4)(5)
Common Stock 12/12/2017 C 1,875,000 A (3) 19,187,499 I By AKDL, L.P.(4)(5)
Common Stock 12/12/2017 C 743,599 A (1) 743,599 I By Neuro Line Partners, L.P.(6)(7)
Common Stock 12/12/2017 C 128,200 A (2) 871,799 I By Neuro Line Partners, L.P.(6)(7)
Common Stock 12/12/2017 C 240,000 A (3) 1,111,799 I By Neuro Line Partners, L.P.(6)(7)
Common Stock 12/12/2017 P 275,000 A $18 19,462,499 I By AKDL, L.P.(4)(5)
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
Series A-1 Convertible Preferred Stock (1) 12/12/2017 C 14,499,999 (1) (1) Common Stock 14,499,999 $0.00 0 I By AKDL, L.P.(4)(5)
Series A-2 Convertible Preferred Stock (2) 12/12/2017 C 2,500,000 (2) (2) Common Stock 2,500,000 $0.00 0 I By AKDL, L.P.(4)(5)
Series B-1 Convertible Preferred Stock (3) 12/12/2017 C 1,875,000 (3) (3) Common Stock 1,875,000 $0.00 0 I By AKDL, L.P.(4)(5)
Series A-1 Convertible Preferred Stock (1) 12/12/2017 C 743,599 (1) (1) Common Stock 743,599 $0.00 0 I By Neuro Line Partners, L.P.(6)(7)
Series A-2 Convertible Preferred Stock (2) 12/12/2017 C 128,200 (2) (2) Common Stock 128,200 $0.00 0 I By Neuro Line Partners, L.P.(6)(7)
Series B-1 Convertible Preferred Stock (3) 12/12/2017 C 240,000 (3) (3) Common Stock 240,000 $0.00 0 I By Neuro Line Partners, L.P.(6)(7)
1. Name and Address of Reporting Person*
BRATTON DOUGLAS K

(Last) (First) (Middle)
201 MAIN STREET, SUITE 1900

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AKDL, L.P.

(Last) (First) (Middle)
201 MAIN STREET, SUITE 1900

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Neuro Line Partners LP

(Last) (First) (Middle)
201 MAIN STREET, SUITE 1900

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crestline SI (GP), L.P.

(Last) (First) (Middle)
201 MAIN STREET, SUITE 1900

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crestline Investors, Inc.

(Last) (First) (Middle)
201 MAIN STREET, SUITE 1900

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bratton Capital Management, L.P.

(Last) (First) (Middle)
201 MAIN STREET, SUITE 1900

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bratton Capital Inc.

(Last) (First) (Middle)
201 MAIN STREET, SUITE 1900

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crestline Management, LP

(Last) (First) (Middle)
201 MAIN STREET, SUITE 1900

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
Explanation of Responses:
1. All shares of Series A-1 Convertible Preferred Stock of Denali Therapeutics Inc. (the "Issuer") automatically converted into shares of common stock of the Issuer at a one-for-one ratio immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
2. All shares of Series A-2 Convertible Preferred Stock of the Issuer automatically converted into shares of common stock of the Issuer at a one-for-one ratio immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
3. All shares of Series B-1 Convertible Preferred Stock of the Issuer automatically converted into shares of common stock of the Issuer at a one-for-one ratio immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
4. These securities are held directly by AKDL, L.P. ("AKDL"). The general partner of AKDL is Crestline SI (GP), L.P. ("Crestline SI") and the investment manager of AKDL is Crestline Management, L.P. ("Crestline Management"). Crestline Investors, Inc. ("Crestline") is the general partner of both Crestline SI and Crestline Management. Douglas K. Bratton is the sole director of Crestline. AKDL is ultimately controlled by Mr. Bratton and Mr. Bratton has voting and investment power over all securities held by AKDL.
5. (Continued from Footnote 4) In addition, Crestline SI, Crestline and Mr. Bratton may be deemed to have a pecuniary interest in a portion of the securities held by AKDL through direct or indirect limited partner interests, including limited partner profit interests, and/or general partner interests in AKDL. Crestline SI, Crestline Management, Crestline and Mr. Bratton may each be deemed to beneficially own the securities held by AKDL. Each such entity and Mr. Bratton disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
6. These securities are held directly by Neuro Line Partners, L.P. ("Neuro Line"). The general partner of Neuro Line is Bratton Capital Management, L.P. ("Bratton Capital Management"). The general partner of Bratton Capital Management is Bratton Capital, Inc. ("Bratton Capital"). Douglas K. Bratton is the sole director of Bratton Capital. Neuro Line is ultimately controlled by Mr. Bratton and Mr. Bratton has voting and investment power over all securities held by Neuro Line.
7. (Continued from Footnote 6) In addition, Bratton Capital Management, Bratton Capital, and Mr. Bratton may be deemed to have a pecuniary interest in a portion of the securities held by Neuro Line due to Bratton Capital Management's right to receive performance-based allocations and Bratton Capital Management and Mr. Bratton may be deemed to have a pecuniary interest in a portion of the securities held by Neuro Line through direct or indirect limited partner and/or general partner interests in Neuro Line. Bratton Capital Management, Bratton Capital and Mr. Bratton may each be deemed to beneficially own the securities held by Neuro Line. Each such entity and Mr. Bratton disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
Remarks:
DOUGLAS K. BRATTON, Name: /s/ Douglas K. Bratton 12/14/2017
AKDL, L.P., By: Crestline SI (GP), L.P., its general partner, By: Crestline Investors, Inc., its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director 12/14/2017
NEURO LINE PARTNERS, L.P., By: Bratton Capital Management, L.P., its general partner, By: Bratton Capital, Inc., its, its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director 12/14/2017
CRESTLINE SI (GP), L.P., By: Crestline Investors, Inc., its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director 12/14/2017
CRESTLINE INVESTORS, INC., Name: /s/ Douglas K. Bratton, Title: Sole Director 12/14/2017
BRATTON CAPITAL MANAGEMENT, L.P., By: Bratton Capital, Inc., its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director 12/14/2017
BRATTON CAPITAL, INC., Name: /s/ Douglas K. Bratton, Title: Sole Director 12/14/2017
CRESTLINE MANAGEMENT, L.P., By: Crestline Investors, Inc., its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director 12/14/2017
** 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.