SEC FORM 3

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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^*

Sheppard David E

(Last)

(First)

(Middle)

5851 LEGACY CIRCLE

SUITE 1200

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2022

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)
	EVP and COO

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	141,124⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Warrants (Right to Buy)	09/18/2020	09/18/2023	Common Stock	347⁽²⁾	$35.41	D

Explanation of Responses:

1. Represents 22,640 restricted stock units ("RSUs") that vested on December 4, 2021; 23,344 RSUs that vest on December 4, 2022; 23,344 RSUs that vest on December 4, 2023; and 67,817 performance stock units ("PSUs") that vested on March 3, 2021. Each RSU and PSU represents a contingent right to receive one share of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer. Subject to certain conditions, the RSUs and PSUs will be settled in shares of Common Stock within 30 days following December 4, 2023. Represents 3,979 restricted shares that will vest 34%, 33% and 33% on March 7, 2023, 2024 and 2025, respectively.

2. 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 Mr. Sheppard	06/06/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.