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* Jennings Nicole H. (Last) (First) (Middle) 5851 LEGACY CIRCLE SUITE 1200 (Street) PLANO TX 75024 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/08/2021	3. Issuer Name and Ticker or Trading Symbol DENBURY INC [ DEN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President and CAO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	29,063(1)	D

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
Performance Stock Units	(2)	12/04/2023	Common Stock	29,063(2)	(2)	D
Series B Warrants (Right to Buy)	09/18/2020	09/18/2023	Common Stock	103(3)	$35.41	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") from the Issuer for services to the Issuer. Each RSU represents a contingent right to receive one share of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer. These RSUs will vest ratably on December 4, 2021, 2022 and 2023 and, subject to certain exceptions, will be settled in shares of Common Stock within 30 days following the third anniversary of the grant date.

2. Represents performance stock units ("PSUs") from the Issuer for services to the Issuer. Each PSU represents a contingent right to receive one share of Common Stock of the Issuer. The PSUs vest based on the volume-weighted average price of a share of Common Stock achieving certain pre-established amounts for 60 consecutive trading days immediately preceding any date on or prior to the end of the three-year performance period, and, subject to certain exceptions, will be settled in shares of Common Stock within 30 days following the end of the three-year performance period.

3. Represents series B warrants (the "Series B Warrants") to purchase shares of Common Stock. The Series B Warrants are exercisable for one share of Common Stock from the date of issuance until 5:00 p.m., New York time, on the expiration date.

Remarks:

	/s/ Robbie Hudson, attorney-in-fact for Ms. Jennings	01/19/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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