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 * Kendall Christian S	2. Issuer Name and Ticker or Trading Symbol DENBURY INC [ DEN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) 5851 LEGACY CIRCLE	3. Date of Earliest Transaction (MM/DD/YYYY) 12/4/2020
(Street) PLANO, TX 75024 (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	12/4/2020		A		373503 (1)	A	$0	373503	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
Performance Stock Units	(2)	12/4/2020		A		373503		(2)	12/4/2023	Common Stock	373503.0 (2)	$0	373503	D

Explanation of Responses:
(1)	Represents a grant of restricted stock units ("RSUs") from the Issuer for services to the Issuer. Each RSU represents a contingent right to receive one share of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer. These RSUs will vest ratably on December 4, 2021, 2022 and 2023 and, subject to certain exceptions, will be settled in shares of Common Stock within 30 days following the third anniversary of the grant date.
(2)	Represents a grant of performance stock units ("PSUs") from the Issuer for services to the Issuer. Each PSU represents a contingent right to receive one share of Common Stock of the Issuer. The PSUs vest based on the volume-weighted average price of a share of Common Stock achieving certain pre-established amounts for 60 consecutive trading days immediately preceding any date on or prior to the end of the three-year performance period, and, subject to certain exceptions, will be settled in shares of Common Stock within 30 days following the end of the three-year performance period.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kendall Christian S 5851 LEGACY CIRCLE PLANO, TX 75024	X		President and CEO

Signatures
/s/ Robbie Hudson, attorney-in-fact for Mr. Kendall		12/8/2020
**Signature of Reporting Person		Date