<SEC-DOCUMENT>0001714899-22-000038.txt : 20220214
<SEC-HEADER>0001714899-22-000038.hdr.sgml : 20220214
<ACCEPTANCE-DATETIME>20220214203215
ACCESSION NUMBER:		0001714899-22-000038
CONFORMED SUBMISSION TYPE:	3/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20220207
FILED AS OF DATE:		20220214
DATE AS OF CHANGE:		20220214

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Harris Erik
		CENTRAL INDEX KEY:			0001780113

	FILING VALUES:
		FORM TYPE:		3/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38311
		FILM NUMBER:		22636582

	MAIL ADDRESS:	
		STREET 1:		60 LEVERONI COURT
		CITY:			NOVATO
		STATE:			CA
		ZIP:			94949

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Denali Therapeutics Inc.
		CENTRAL INDEX KEY:			0001714899
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				463872213
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		161 OYSTER POINT BLVD.
		CITY:			SOUTH SAN FRANCISCO
		STATE:			CA
		ZIP:			94080
		BUSINESS PHONE:		(650) 866-8548

	MAIL ADDRESS:	
		STREET 1:		161 OYSTER POINT BLVD.
		CITY:			SOUTH SAN FRANCISCO
		STATE:			CA
		ZIP:			94080
</SEC-HEADER>
<DOCUMENT>
<TYPE>3/A
<SEQUENCE>1
<FILENAME>wf-form3a_164488871184004.xml
<DESCRIPTION>FORM 3/A
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3/A</documentType>

    <periodOfReport>2022-02-07</periodOfReport>

    <dateOfOriginalSubmission>2022-02-07</dateOfOriginalSubmission>

    <noSecuritiesOwned>1</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001714899</issuerCik>
        <issuerName>Denali Therapeutics Inc.</issuerName>
        <issuerTradingSymbol>DNLI</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001780113</rptOwnerCik>
            <rptOwnerName>Harris Erik</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O DENALI THERAPEUTICS INC.</rptOwnerStreet1>
            <rptOwnerStreet2>161 OYSTER POINT BLVD.</rptOwnerStreet2>
            <rptOwnerCity>SOUTH SAN FRANCISCO</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94080</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes></footnotes>

    <remarks>This Form 3 is amended to include the Reporting Person's Power of Attorney as Exhibit 24.</remarks>

    <ownerSignature>
        <signatureName>/s/ Tyler Nielsen, by power of attorney</signatureName>
        <signatureDate>2022-02-11</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poa.htm
<DESCRIPTION>POWER OF ATTORNEY FOR: /S/ TYLER NIELSEN, BY POWER OF ATTORNEY
<TEXT>
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<pre>
POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Denali Therapeutics Inc. (the "Company"), hereby constitutes and appoints Ryan J. Watts, Steve E. Krognes, Alexander Schuth and Tyler Nielsen, and each of them, as the undersigned's true and lawful attorney-in-fact to:

1.    complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and

2.    do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.
The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of February, 2022.

Signature,
Print Name:  =Erik Harris
</pre>
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</SEC-DOCUMENT>
