Elizabeth L Hougen Form 4 IONIS PHARMACEUTICALS / ELIZABETH L HOUGEN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOUGEN ELIZABETH L

(Last)

(First)

(Middle)

C/O IONIS PHARMACEUTICALS, INC.

2855 GAZELLE COURT

(Street)

CARLSBAD

92010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IONIS PHARMACEUTICALS INC [ IONS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/15/2017	01/15/2017	M⁽¹⁾		312⁽¹⁾	A	$0	7,059	D
Common Stock	01/17/2017	01/17/2017	S⁽²⁾		122⁽²⁾	D	$46.293	6,937	D
Common Stock	01/15/2017	01/15/2017	M⁽¹⁾		653⁽¹⁾	A	$0	7,590	D
Common Stock	01/17/2017	01/17/2017	S⁽²⁾		256⁽²⁾	D	$46.29	7,334	D
Common Stock	01/15/2017	01/15/2017	M⁽³⁾		1,875⁽³⁾	A	$0	9,209	D
Common Stock	01/17/2017	01/17/2017	S⁽⁴⁾		733⁽⁴⁾	D	$46.29	8,476	D
Common Stock	01/15/2017	01/15/2017	M⁽⁵⁾		1,380⁽⁵⁾	A	$0	9,856	D
Common Stock	01/17/2017	01/17/2017	S⁽⁶⁾		539⁽⁶⁾	D	$46.291	9,317	D
Common Stock	01/15/2017	01/15/2017	M⁽⁷⁾		1,594⁽⁷⁾	A	$0	10,911	D
Common Stock	01/17/2017	01/17/2017	S⁽⁸⁾		623⁽⁸⁾	D	$46.29	10,288	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁹⁾	01/15/2017	01/15/2017	A		7,537		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	7,537	$0	7,537	D
Restricted Stock Units	⁽⁹⁾	01/15/2017	01/15/2017	M			312⁽²⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	312	$0	0	D
Restricted Stock Units	⁽⁹⁾	01/15/2017	01/15/2017	M			653⁽²⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	653	$0	0	D
Restricted Stock Units	⁽⁹⁾	01/15/2017	01/15/2017	M			1,875⁽⁴⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,875	$0	1,875	D
Restricted Stock Units	⁽⁹⁾	01/15/2017	01/15/2017	M			1,380⁽⁶⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,380	$0	2,758	D
Restricted Stock Units	⁽⁹⁾	01/15/2017	01/15/2017	M			1,594⁽⁸⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,594	$0	4,779	D

Explanation of Responses:

1. Acquired pursuant to vesting and release of shares pursuant to a Restricted Stock Unit award granted on January 15, 2013.

2. The sale was made pursuant to an automatic sale to cover the required tax withholding obligations pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice, dated January 15, 2013.

3. Acquired pursuant to vesting and release of shares pursuant to a Restricted Stock Unit award granted on January 15, 2014.

4. The sale was made pursuant to an automatic sale to cover the required tax withholding obligations pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice, dated January 15, 2014.

5. Acquired pursuant to vesting and release of shares pursuant to a Restricted Stock Unit award granted on January 15, 2015.

6. The sale was made pursuant to an automatic sale to cover the required tax withholding obligations pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice, dated January 15, 2015.

7. Acquired pursuant to vesting and release of shares pursuant to a Restricted Stock Unit award granted on January 15, 2016.

8. The sale was made pursuant to an automatic sale to cover the required tax withholding obligations pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice, dated January 15, 2016.

9. Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value.

10. Grant 1/15/2017 to reporting person of Restricted Stock Units under the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan. Restricted Stock Units vest in four equal annual installments, the first installment vesting on January 15, 2018. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company. The RSU shall be fully vested on January 15, 2021. The RSU is vested as to 0 shares on January 15, 2017.

11. Restricted Stock Units vest in four equal annual installments. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company.

Remarks:

	/s/B. Lynne Parshall, attorney-in-fact	01/18/2017
	** 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 4 (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.
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Elizabeth L Hougen Form 4IONIS PHARMACEUTICALS / ELIZABETH L HOUGEN ownership change