X0306 4 2019-07-08 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 2019-07-08 4 M 0 2604 5.28 A 6685 D Common Stock 2019-07-08 4 S 0 2604 19.93 D 4081 D Common Stock 2019-07-08 4 M 0 3907 5.28 A 7988 D Common Stock 2019-07-08 4 S 0 3907 20.55 D 4081 D Common Stock 2019-07-08 4 S 0 9889 20.21 D 81034 I See footnote Common Stock 2019-07-08 4 S 0 1100 20.88 D 79934 I See footnote Stock Option (right to buy) 5.28 2019-07-08 4 M 0 2604 0.00 D 2026-07-01 Common Stock 2604 92565 D Stock Option (right to buy) 5.28 2019-07-08 4 M 0 3907 0.00 D 2027-03-07 Common Stock 3907 78126 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. Includes 1,894 shares acquired on May 31, 2018, 883 shares acquired on November 30, 2018 and 1,304 shares acquired on May 31, 2019 under the Issuer's 2017 Employee Stock Purchase Plan. The shares acquired on May 31, 2018 and November 30, 2018 were inadvertently omitted from certain Forms 4 filed by the Reporting Person, and the shares held directly by the Reporting Person have been corrected on this Form 4. 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 $19.86 to $20.07 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 $20.05 to $20.95 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 $19.86 to $20.84 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 $20.86 to $20.93 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 125,000 shares granted, 25% of the shares subject to the option vested on July 2, 2017 and an additional 1/48 of the shares vest monthly thereafter. 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 2019-07-10