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 *

Jennings Nicole H.
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/8/2021 

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)
Vice President and CAO /
(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 29063 (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 Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units  (2)12/4/2023 Common Stock 29063.0 (2) (2)D  
Series B Warrants (Right to Buy) 9/18/2020 9/18/2023 Common Stock 103.0 (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Jennings Nicole H.
5851 LEGACY CIRCLE
SUITE 1200
PLANO, TX 75024


Vice President and CAO

Signatures
/s/ Robbie Hudson, attorney-in-fact for Ms. Jennings1/19/2021
**Signature of Reporting PersonDate

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