0000899243-17-028190.txt : 20171207 0000899243-17-028190.hdr.sgml : 20171207 20171207181755 ACCESSION NUMBER: 0000899243-17-028190 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171207 FILED AS OF DATE: 20171207 DATE AS OF CHANGE: 20171207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRATTON DOUGLAS K CENTRAL INDEX KEY: 0001281933 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38311 FILM NUMBER: 171245736 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AKDL, L.P. CENTRAL INDEX KEY: 0001716958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38311 FILM NUMBER: 171245743 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: (817)339-7600 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestline Management, LP CENTRAL INDEX KEY: 0001536054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38311 FILM NUMBER: 171245737 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817.339.7483 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestline SI (GP), L.P. CENTRAL INDEX KEY: 0001626597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38311 FILM NUMBER: 171245741 BUSINESS ADDRESS: STREET 1: C/O CRESTLINE INVESTORS, INC. STREET 2: 201 MAIN STREET, SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-339-7600 MAIL ADDRESS: STREET 1: C/O CRESTLINE INVESTORS, INC. STREET 2: 201 MAIN STREET, SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestline Investors, Inc. CENTRAL INDEX KEY: 0001626596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38311 FILM NUMBER: 171245740 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET, SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-339-7600 MAIL ADDRESS: STREET 1: 201 MAIN STREET, SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bratton Capital Inc. CENTRAL INDEX KEY: 0001723783 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38311 FILM NUMBER: 171245738 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817.339.7600 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bratton Capital Management, L.P. CENTRAL INDEX KEY: 0001723787 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38311 FILM NUMBER: 171245739 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817.339.7600 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Neuro Line Partners LP CENTRAL INDEX KEY: 0001723842 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38311 FILM NUMBER: 171245742 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817.339.7600 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 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: 151 OYSTER POINT BLVD. STREET 2: 2ND FLOOR CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (650) 866-8548 MAIL ADDRESS: STREET 1: 151 OYSTER POINT BLVD. STREET 2: 2ND FLOOR CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-12-07 0 0001714899 Denali Therapeutics Inc. DNLI 0001281933 BRATTON DOUGLAS K 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 0 0 1 0 0001716958 AKDL, L.P. 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 0 0 1 0 0001723842 Neuro Line Partners LP 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 0 0 1 0 0001626597 Crestline SI (GP), L.P. 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 0 0 1 0 0001626596 Crestline Investors, Inc. 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 0 0 1 0 0001723787 Bratton Capital Management, L.P. 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 0 0 1 0 0001723783 Bratton Capital Inc. 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 0 0 1 0 0001536054 Crestline Management, LP 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 0 0 1 0 Common Stock 312500 I By AKDL, L.P. Series A-1 Convertible Preferred Stock Common Stock 14499999 I By AKDL, L.P. Series A-2 Convertible Preferred Stock Common Stock 2500000 I By AKDL, L.P. Series B-1 Convertible Preferred Stock Common Stock 1875000 I By AKDL, L.P. Series A-1 Convertible Preferred Stock Common Stock 743599 I By Neuro Line Partners, L.P. Series A-2 Convertible Preferred Stock Common Stock 128200 I By Neuro Line Partners, L.P. Series B-1 Convertible Preferred Stock Common Stock 240000 I By Neuro Line Partners, L.P. Reflects the 4-for-1 reverse stock split of the common stock and convertible preferred stock of Denali Therapeutics Inc. (the "Issuer") to be effected prior to the completion of the Issuer's initial public offering. Shares of the Issuer's Series A-1 Convertible Preferred Stock do not expire, are immediately convertible into shares of the Issuer's common stock at a one-for-one ratio and will automatically convert to shares of the Issuer's common stock upon the closing of the Issuer's initial public offering at a one-for-one ratio. Shares of the Issuer's Series A-2 Convertible Preferred Stock do not expire, are immediately convertible into shares of the Issuer's common stock at a one-for-one ratio and will automatically convert to shares of the Issuer's common stock upon the closing of the Issuer's initial public offering at a one-for-one ratio. Shares of the Issuer's Series B-1 Convertible Preferred Stock do not expire, are immediately convertible into shares of the Issuer's common stock at a one-for-one ratio and will automatically convert to shares of the Issuer's common stock upon the closing of the Issuer's initial public offering at a one-for-one ratio. These securities are held directly by AKDL, L.P. ("AKDL"). The general partner of AKDL is Crestline SI (GP), L.P. ("Crestline SI") and the investment manager of AKDL is Crestline Management, L.P. ("Crestline Management"). Crestline Investors, Inc. ("Crestline") is the general partner of both Crestline SI and Crestline Management. Douglas K. Bratton is the sole director of Crestline. AKDL is ultimately controlled by Mr. Bratton and Mr. Bratton has voting and investment power over all securities held by AKDL. In addition, Crestline SI and Mr. Bratton may be deemed to have a pecuniary interest in a portion of the securities held by AKDL through direct or indirect limited partner and/or general partner interests in AKDL. (Continued from Footnote 5) Crestline SI, Crestline Management, Crestline and Mr. Bratton may each be deemed to beneficially own the securities held by AKDL. Each such entity and Mr. Bratton disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. These securities are held directly by Neuro Line Partners, L.P. ("Neuro Line"). The general partner of Neuro Line is Bratton Capital Management, L.P. ("Bratton Capital Management"). The general partner of Bratton Capital Management is Bratton Capital, Inc. ("Bratton Capital"). Douglas K. Bratton is the sole director of Bratton Capital. Neuro Line is ultimately controlled by Mr. Bratton and Mr. Bratton has voting and investment power over all securities held by Neuro Line. In addition, Bratton Capital Management, Bratton Capital, and Mr. Bratton may be deemed to have a pecuniary interest in a portion of the securities held by Neuro Line due to Bratton Capital Management's right to receive performance-based allocations and Bratton Capital Management and Mr. Bratton may be deemed to have a pecuniary interest in a portion of the securities held by Neuro Line through direct or indirect limited partner and/or general partner interests in Neuro Line. (Continued from Footnote 7) Bratton Capital Management, Bratton Capital and Mr. Bratton may each be deemed to beneficially own the securities held by Neuro Line. Each such entity and Mr. Bratton disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. DOUGLAS K. BRATTON, Name: /s/ Douglas K. Bratton 2017-12-07 AKDL, L.P., By: Crestline SI (GP), L.P., its general partner, By: Crestline Investors, Inc., its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director 2017-12-07 NEURO LINE PARTNERS, L.P., By: Bratton Capital Management, L.P., its general partner, By: Bratton Capital, Inc., its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director 2017-12-07 CRESTLINE SI (GP), L.P., By: Crestline Investors, Inc., its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director 2017-12-07 CRESTLINE INVESTORS, INC., Name: /s/ Douglas K. Bratton, Title: Sole Director 2017-12-07 BRATTON CAPITAL MANAGEMENT, L.P., By: Bratton Capital, Inc., its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director 2017-12-07 BRATTON CAPITAL, INC., Name: /s/ Douglas K. Bratton, Title: Sole Director 2017-12-07 CRESTLINE MANAGEMENT, L.P., By: Crestline Investors, Inc., its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director 2017-12-07 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                         Form 3 Joint Filer Information


Name:                                   AKDL, L.P.

Address:                                201 Main Street, Suite 1900
                                        Fort Worth, TX 76102

Date of Event Requiring Statement:      12/07/17


Name:                                   Neuro Line Partners, L.P.

Address:                                201 Main Street, Suite 1900
                                        Fort Worth, TX 76102

Date of Event Requiring Statement:      12/07/17


Name:                                   Crestline SI (GP), L.P.

Address:                                201 Main Street, Suite 1900
                                        Fort Worth, TX 76102

Date of Event Requiring Statement:      12/07/17


Name:                                   Crestline Investors, Inc.

Address:                                201 Main Street, Suite 1900
                                        Fort Worth, TX 76102

Date of Event Requiring Statement:      12/07/17


Name:                                   Bratton Capital Management, L.P.

Address:                                201 Main Street, Suite 1900
                                        Fort Worth, TX 76102

Date of Event Requiring Statement:      12/07/17


Name:                                   Bratton Capital, Inc.

Address:                                201 Main Street, Suite 1900
                                        Fort Worth, TX 76102

Date of Event Requiring Statement:      12/07/17


Name:                                   Crestline Management, L.P.

Address:                                201 Main Street, Suite 1900
                                        Fort Worth, TX 76102

Date of Event Requiring Statement:      12/07/17