Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Schuth Alexander O.	2. Issuer Name and Ticker or Trading Symbol Denali Therapeutics Inc. [ DNLI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) COO and Secretary
(Last)          (First)          (Middle) C/O DENALI THERAPEUTICS INC., 161 OYSTER POINT BLVD.	3. Date of Earliest Transaction (MM/DD/YYYY) 12/3/2019
(Street) SOUTH SAN FRANCISCO, CA 94080 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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								10711	I	See footnote (1)
Common Stock	12/3/2019		S(2)		1012	D	$18.01 (3)	583366	I	See footnote (4)
Common Stock	12/3/2019		M		711	A	$5.28	26550	D
Common Stock	12/3/2019		S(2)		711	D	$18.01 (5)	25839	D
Common Stock	12/4/2019		S(2)		2656	D	$18.00 (3)	580710	I	See footnote (4)
Common Stock	12/4/2019		M		3121	A	$5.28	28960	D
Common Stock	12/4/2019		S(2)		3121	D	$18.00 (3)	25839	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Stock Option (right to buy)	$5.28	12/3/2019		M			711	(6)	3/7/2027	Common Stock	711	$0.00	112058	D
Stock Option (right to buy)	$5.28	12/4/2019		M			3121	(6)	3/7/2027	Common Stock	3121	$0.00	108937	D

Explanation of Responses:
(1)	The shares are held of record by the Alexander Olaf Schuth Trust, for which the Reporting Person serves as trustee.
(2)	The sales reported by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan.
(3)	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $18.00 to $18.04 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.
(4)	The shares are held of record by the Schuth Family Trust, for which the Reporting Person serves as trustee.
(5)	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $18.00 to $18.02 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.
(6)	25% of the shares subject to the option vested on March 8, 2018 and an additional 1/48 of the shares vest monthly thereafter.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Schuth Alexander O. C/O DENALI THERAPEUTICS INC. 161 OYSTER POINT BLVD. SOUTH SAN FRANCISCO, CA 94080			COO and Secretary

Signatures
/s/ Tyler Nielsen, by power of attorney		12/5/2019
**Signature of Reporting Person		Date