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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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) 9/20/2021
(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	9/20/2021		M		9045	A	$0.68	95499	D
Common Stock								474038	I	See footnote (1)

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)	$0.68	9/20/2021		M			9045	(2)	8/20/2025	Common Stock	9045.0	$0	240078	D

Explanation of Responses:
(1)	The shares are held of record by The Schuth Family Trust U/A DTD 06/05/2017, for which the Reporting Person serves as trustee.
(2)	The vesting of the shares subject to the option is contingent upon the achievement of certain performance metrics. 50% of the shares subject to the option vested on the date the closing price of Issuer's Common Stock equaled or exceeded $40.00 per share on NASDAQ for 90 consecutive trading days, beginning no earlier than June 10, 2018; and 50% of the shares subject to the option vest on the date the closing price of Issuer's Common Stock equals or exceeds $80.00 per share on NASDAQ for 90 consecutive trading days, beginning no earlier than June 10, 2018.

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		9/22/2021
**Signature of Reporting Person		Date