ARCH Venture Partners VIII Form 4 Denali Therapeutics / KEITH CRANDELL ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

1. Name and Address of Reporting Person^*

ARCH Venture Fund VIII, L.P.

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Denali Therapeutics Inc. [ DNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	08/08/2019		J(1)		400,000	D	$0	10,668,749	D(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person^*

ARCH Venture Fund VIII, L.P.

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VIII, L.P.

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VIII, LLC

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

Explanation of Responses:

1. Distribution of Common Stock held by a limited partnership to its partners for no consideration.

2. Following the transactions reported herein, 10,668,749 shares of common stock held of record by ARCH Venture Fund VIII, L.P. ("ARCH Fund VIII").

3. The sole general partner of ARCH Fund VIII is ARCH Venture Partners VIII, L.P. ("ARCH Partners VIII"). The sole general partner of ARCH Partners VIII is ARCH Venture Partners VIII, LLC ("ARCH VIII LLC"). ARCH Partners VIII may therefore be deemed to beneficially own the securities held by ARCH Fund VIII and ARCH VIII LLC may be deemed to beneficially own the securities held by ARCH Fund VIII. ARCH Partners VIII and ARCH VIII LLC disclaim beneficial ownership of such securities, except to the extent of any pecuniary interest therein. Keith L. Crandell and Clinton Bybee are managing directors of ARCH VIII LLC, and they may be deemed to beneficially own the shares held by ARCH Fund VIII. Messrs. Crandell and Bybee disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VIII, LLC, General Partner of ARCH Venture Partners VII, L.P., General Partner of ARCH Venture Fund VIII, L.P.	08/12/2019
	/s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VIII, LLC, General Partner of ARCH Venture Partners VIII, L.P.	08/12/2019
	/s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VIII, LLC	08/12/2019
	/s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell	08/12/2019
	/s/ Mark McDonnell, Attorney-in-Fact for Clinton Bybee	08/12/2019
	** Signature of Reporting Person	Date
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