FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Sheppard David E 2. Date of Event Requiring Statement (MM/DD/YYYY)
6/1/2022 

3. Issuer Name and Ticker or Trading Symbol DENBURY INC [DEN]
(Last)        (First)        (Middle)
5851 LEGACY CIRCLE, SUITE 1200
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 /
(Street)
PLANO, TX 75024      
(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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  141124 (1) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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 B Warrants (Right to Buy)  9/18/2020  9/18/2023  Common Stock  347.0 (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sheppard David E
5851 LEGACY CIRCLE
SUITE 1200
PLANO, TX 75024


EVP and COO

Signatures
/s/ Robbie Hudson, attorney-in-fact for Mr. Sheppard 6/6/2022
**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 control number.
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