| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IONIS PHARMACEUTICALS INC [ IONS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 11/30/2021 | G(1) | 6,000(1) | D | $0.0 | 12,126 | D | ||||||||
| Common Stock | 11/30/2021 | G(1) | 6,000(1) | A | $0.0 | 6,000 | I | by Trust | |||||||
| Common Stock | 100 | I | by Son(2) | ||||||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Non-Qualified Stock Option (right to buy) | $24.42 | 11/30/2021 | G(3) | 12,000(3) | 07/01/2017 | 06/30/2026 | Common Stock | 12,000 | $0.0 | 0 | D | |||
| Non-Qualified Stock Option (right to buy) | $42.88 | 11/30/2021 | G(3) | 12,000(3) | 07/02/2019(4) | 07/01/2028 | Common Stock | 12,000 | $0.0 | 4,000 | D | |||
| Non-Qualified Stock Option (right to buy) | $52.22 | 11/30/2021 | G(3) | 16,000(3) | 07/03/2018 | 07/02/2027 | Common Stock | 16,000 | $0.0 | 0 | D | |||
| Non-Qualified Stock Option (right to buy) | $57.16 | 11/30/2021 | G(3) | 16,000(3) | 07/01/2016 | 06/30/2025 | Common Stock | 16,000 | $0.0 | 0 | D | |||
| Non-Qualified Stock Option (right to buy) | $60.2 | 11/30/2021 | G(3) | 12,000(3) | 07/01/2021 | 06/30/2030 | Common Stock | 12,000 | $0.0 | 0 | D | |||
| Non-Qualified Stock Option (right to buy) | $64.8 | 11/30/2021 | G(3) | 8,000(3) | 07/01/2020(5) | 06/30/2029 | Common Stock | 8,000 | $0.0 | 8,000 | D | |||
| Non-Qualified Stock Option (right to buy) | $24.42 | 11/30/2021 | G(3) | 12,000(3) | 07/01/2017 | 06/30/2026 | Common Stock | 12,000 | $0.0 | 12,000 | I | by Trust | ||
| Non-Qualified Stock Option (right to buy) | $42.88 | 11/30/2021 | G(3) | 12,000(3) | 07/02/2019 | 07/01/2028 | Common Stock | 12,000 | $0.0 | 12,000 | I | by Trust | ||
| Non-Qualified Stock Option (right to buy) | $52.22 | 11/30/2021 | G(3) | 16,000(3) | 07/03/2018 | 07/02/2027 | Common Stock | 16,000 | $0.0 | 16,000 | I | by Trust | ||
| Non-Qualified Stock Option (right to buy) | $57.16 | 11/30/2021 | G(3) | 16,000(3) | 07/01/2016 | 06/30/2025 | Common Stock | 16,000 | $0.0 | 16,000 | I | by Trust | ||
| Non-Qualified Stock Option (right to buy) | $60.2 | 11/30/2021 | G(3) | 12,000(3) | 07/01/2021 | 06/30/2030 | Common Stock | 12,000 | $0.0 | 12,000 | I | by Trust | ||
| Non-Qualified Stock Option (right to buy) | $64.8 | 11/30/2021 | G(3) | 8,000(3) | 07/01/2020 | 06/30/2029 | Common Stock | 8,000 | $0.0 | 8,000 | I | by Trust | ||
| Explanation of Responses: |
| 1. The reported transaction reflects the gift of shares to trusts for the benefit of the reporting person's three children, of which the reporting person's wife is a trustee. |
| 2. The reporting person disclaims beneficial ownership of all securities held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 3. The reported transactions reflect the gift of vested stock options to trusts for the benefit of the reporting person's three children, of which the reporting person's wife is a trustee. |
| 4. Grant of 7/2/18 to reporting person of stock options under the Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors' Stock Option Plan. The option vests and becomes exercisable in four equal annual installments, with the first installment vesting on 7/2/19. The option shall be fully vested and exercisable on 7/2/22. The option was exercisable as to 12,000 shares on 11/30/21. |
| 5. Grant of 7/1/19 to reporting person of stock options under the Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors' Stock Option Plan. The option vests and becomes exercisable in four equal annual installments, with the first installment vesting on 7/1/20. The option shall be fully vested and exercisable on 7/1/23. The option was exercisable as to 8,000 shares on 11/30/21. |
| By: Patrick R. O'Neil, attorney-in-fact For: Joseph Klein III | 02/09/2022 | |
| ** 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 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. | ||
| 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. | ||
