Mardi Dier Form 4 PORTOLA PHARMACEUTICALS / Mardi Dier 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^*

Dier Mardi

(Last) (First) (Middle)

C/O PORTOLA PHARMACEUTICALS, INC.

270 EAST GRAND AVENUE

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PORTOLA PHARMACEUTICALS INC [ PTLA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2020

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Unit	(1)(2)(3)(4)	02/24/2020		A		73,125		(2)(3)(4)	02/24/2023	Common Stock	73,125	$0.00	73,125	D

Explanation of Responses:

1. Each performance stock unit (PSU) represents a contingent right to receive one (1) share of the Issuer's common stock.

2. One-third of the PSUs will be earned one or after the one (1) year anniversary of the grant date of February 24, 2020 and when the average closing price of the Issuer's Common Stock on the Nasdaq Global Select Market appreciates 50% per share from the grant date closing price of Issuer's Common Stock on the Nasdaq Global Market over a period of twenty (20) consecutive trading days. The closing price of the Issuer's Common Stock on the Nasdaq Global Market on February 24, 2020 was $13.06.

3. One-third of the PSUs will be earned on or after the two (2) year anniversary of the grant date of February 24, 2020 and when the average closing price of the Issuer's Common Stock on the Nasdaq Global Select Market appreciates 100% per share from the grant date closing price of the Issuer's Common Stock on the Nasdaq Global Select Market over a period of twenty (20) consecutive trading days. The closing price of the Issuer's Common Stock on the Nasdaq Global Market on February 24, 2020 was $13.06.

4. One-third of the PSUs will be earned on the three (3) year anniversary of the grant date of February 24, 2020 and when the average closing price of the Issuer's Common Stock on the Nasdaq Global Select Market appreciates 150% per share from the grant date closing price of the Issuer's Common Stock on the Nasdaq Global Select Market over a period of twenty (2) consecutive trading days. The closing price of the Issuer's Common Stock on the Nasdaq Global Market on February 24, 2020 was $13.06.

Remarks:

	/s/ Mike Ouimette, as attorney-in-fact	02/26/2020
	** 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).
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