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
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