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 * SATO VICKI L	2. Issuer Name and Ticker or Trading Symbol Denali Therapeutics Inc. [ DNLI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O DENALI THERAPEUTICS INC., 161 OYSTER POINT BLVD.	3. Date of Earliest Transaction (MM/DD/YYYY) 3/3/2021
(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	3/3/2021		S(1)		235	D	$60.36 (2)	140518 (3)	D
Common Stock	3/3/2021		S(1)		1050	D	$61.524 (4)	139468	D
Common Stock	3/3/2021		S(1)		266	D	$62.29 (5)	139202	D
Common Stock	3/3/2021		S(1)		115	D	$63.365	139087	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

Explanation of Responses:
(1)	The sales reported by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan.
(2)	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $60.02 to $60.72 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.
(3)	The Reporting Person reported a prior award of restricted stock units in Table II of Form 4. This total reported in Column 5 includes 3,253 previously reported restricted stock units.
(4)	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $61.14 to $61.97 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.
(5)	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares purchased ranging from $62.18 to $63.10 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SATO VICKI L C/O DENALI THERAPEUTICS INC. 161 OYSTER POINT BLVD. SOUTH SAN FRANCISCO, CA 94080	X

Signatures
/s/ Tyler Nielsen, by power of attorney		3/4/2021
**Signature of Reporting Person		Date