X0306 4/A 2019-04-01 2019-04-03 0 0001714899 Denali Therapeutics Inc. DNLI 0001724605 Ho Carole C/O DENALI THERAPEUTICS INC. 161 OYSTER POINT BLVD. SOUTH SAN FRANCISCO CA 94080 0 1 0 0 Chief Medical Officer Common Stock 46875 D Common Stock 25000 I See footnote Common Stock 2019-04-01 4 M 0 5775 5.28 A 5775 D Common Stock 2019-04-01 4 S 0 5775 23.91 D 0 D Common Stock 2019-04-02 4 M 0 6242 5.28 A 6242 D Common Stock 2019-04-02 4 S 0 2800 24.51 D 3442 D Common Stock 2019-04-02 4 S 0 3442 25.15 D 0 D Common Stock 2019-04-02 4 S 0 9445 25.29 D 132670 I See footnote Common Stock 2019-04-03 4 M 0 5862 5.28 A 5862 D Common Stock 2019-04-03 4 S 0 5262 26.27 D 600 D Common Stock 2019-04-03 4 S 0 600 26.81 D 0 D Common Stock 2019-04-03 4 S 0 8688 26.29 D 123982 I See footnote Common Stock 2019-04-03 4 S 0 900 26.79 D 123082 I See footnote Stock Option (right to buy) 5.28 2019-04-01 4 M 0 5775 0.00 D 2027-03-07 Common Stock 5775 105855 D Stock Option (right to buy) 5.28 2019-04-02 4 M 0 6242 0.00 D 2027-03-07 Common Stock 6242 99613 D Stock Option (right to buy) 5.28 2019-04-03 4 M 0 5862 0.00 D 2027-03-07 Common Stock 5862 93751 D The shares are held of record by Carole Ho and Rajat Rohatgi. The shares are held of record by the Rohatgi-Ho Irrevocable GST Trust, for which Reporting Person serves as trustee. The sales reported by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $23.35 to $24.18 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. This Form 4 amendment is being filed to correct an omission on the Form 4 filed on behalf of the Reporting Person on April 3, 2019. The original Form 4 filed did not reflect an additional 107 shares exercised from outstanding stock options and sold on April 2, 2019 pursuant to the Issuer's 10b5-1 plan. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $23.81 to $24.79 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. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $24.82 to $25.65 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. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $25.00 to $25.65 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. The shares are held of record by the Rohatgi-Ho Family 2009 Revocable Trust, for which Reporting Person serves as trustee. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $25.73 to $26.68 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. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $26.75 to $26.88 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. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $25.73 to $26.72 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. Of the total 187,500 shares granted, 25% of the shares subject to the option vested on March 8, 2018 and an additional 1/48 of the shares vest monthly thereafter. /s/ Tyler Nielsen, by power of attorney 2019-05-10