SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
ARCH Venture Fund VIII, L.P.

(Last) (First) (Middle)
C/O ARCH VENTURE PARTNERS VIII, LLC
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2017
3. Issuer Name and Ticker or Trading Symbol
Denali Therapeutics Inc. [ DNLI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 312,500 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (2) (2) Common Stock 10,068,749 (2) D(1)
Series A-2 Preferred Stock (3) (3) Common Stock 375,000 (3) D(1)
Series B-1 Preferred Stock (4) (4) Common Stock 312,500 (4) D(1)
1. Name and Address of Reporting Person*
ARCH Venture Fund VIII, L.P.

(Last) (First) (Middle)
C/O ARCH VENTURE PARTNERS VIII, LLC
8755 W. 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)
C/O ARCH VENTURE PARTNERS
8755 W. 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)
C/O ARCH VENTURE PARTNERS VIII, LLC
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRANDELL KEITH

(Last) (First) (Middle)
C/O ARCH VENTURE PARTNERS VIII, LLC
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BYBEE CLINTON

(Last) (First) (Middle)
C/O ARCH VENTURE PARTNERS VIII, LLC
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
Explanation of Responses:
1. The shares are directly held by ARCH Venture Fund VIII, L.P. ("ARCH VIII"). ARCH Venture Partners VIII, L.P. (the "GPLP"), as the sole general partner of ARCH VIII, may be deemed to beneficially own certain of the shares held by ARCH VIII. ARCH Venture Partners VIII, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by ARCH VIII. The GPLP and GPLLC disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein. Keith Crandell and Clinton Bybee, as managing directors of GPLLC, may be deemed to beneficially own the shares held by ARCH VIII. Messrs. Crandell and Bybee disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.
2. The Series A-1 Preferred Stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
3. The Series A-2 Preferred Stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
4. The Series B-1 Preferred Stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
Remarks:
ARCH Venture Partners VIII, LLC By: /s/ Mark McDonnell, Attorney-in-Fact 12/07/2017
ARCH Venture Fund VIII, L.P. By: ARCH Venture Partners VIII, L.P. By: /s/ Mark McDonnell, Attorney-in-Fact 12/07/2017
ARCH Venture Partners VIII, L.P. By: ARCH Venture Partners VIII, LLC By: /s/ Mark McDonnell, Attorney-in-Fact 12/07/2017
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell 12/07/2017
/s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee 12/07/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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