| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PORTOLA PHARMACEUTICALS INC [ PTLA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/02/2020 | ||||||||||||||||||||||||||
| 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 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 | ||||||
| Common Stock | 07/02/2020 | D | 7,651 | D(1) | $18 | 0 | D | |||
| Common Stock | 02/28/2020 | A(2) | 881(2) | A | $8.59 | 881 | D | |||
| Common Stock | 06/18/2020 | A(3) | 1(3) | A | $8.36 | 882 | D | |||
| Common Stock | 07/02/2020 | D | 882 | D(1) | $18 | 0 | D | |||
| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (4) | 07/02/2020 | D | 48,750 | (4) | (4) | Common Stock | 48,750 | $0.00 | 0 | D | ||||
| Performance Stock Units | (5) | 07/02/2020 | D | 24,375 | (5) | (5) | Common Stock | 24,375 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $12.79 | 07/02/2020 | D | 65,000 | (6) | 01/30/2030 | Common Stock | 65,000 | $5.21(6) | 0 | D | ||||
| Stock Option (Right to Buy) | $12.79 | 07/02/2020 | D | 32,500 | (7) | 01/30/2030 | Common Stock | 32,500 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | (8) | 07/02/2020 | D | 147,500 | (8) | (8) | Common Stock | 147,500 | (8) | 0 | D | ||||
| Restricted Stock Units | (9) | 07/02/2020 | D | 42,916 | (9) | (9) | Common Stock | 42,916 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of May 5, 2020, by and among Portola Pharmaceuticals, Inc. (the "Issuer"), Alexion Pharmaceuticals, Inc. ("Alexion") and Odyssey Merger Sub Inc. ("Merger Sub") (the "Merger Agreement"), on July 2, 2020, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a direct, wholly owned subsidiary of Alexion (the "Merger"). At the effective time of the Merger (the "Effective Time"), these shares were canceled in exchange for $18.00 per share in cash, without interest and subject to any applicable withholding taxes. |
| 2. The acquisition of 881 shares by the Reporting Person on February 28, 2020 pursuant to the Issuer's Employee Stock Purchase Plan. |
| 3. The acquisition of 1 shares by the Reporting Person on June 18, 2020 pursuant to the Issuer's Employee Stock Purchase Plan. |
| 4. Immediately prior to the Effective Time, each performance restricted stock unit ("Issuer PSU") was converted into a restricted stock unit with respect to the number of shares of Alexion common stock determined by multiplying (i) the total number of shares subject to such Issuer PSU by (ii) an exchange ratio equal to $18.00 divided by $112.39 (the "Exchange Ratio"). |
| 5. In connection with the Merger, these performance restricted stock units were canceled without payment immediately prior to the Effective Time. |
| 6. At the Effective Time, each of these unvested and outstanding options was accelerated, canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that are subject to such options and (ii) $18.00 less the applicable exercise price per share of such options, subject to any applicable withholding or other taxes required by applicable law. |
| 7. At the Effective Time, each of these unvested and outstanding options became fully vested (assuming performance at target), canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that were subject to such options and (ii) $18.00 less the applicable exercise price per share of such options, subject to any applicable withholding or other taxes required by applicable law. |
| 8. In connection with the Merger, these options were accelerated and canceled without payment. |
| 9. At the Effective Time, each restricted stock unit ("Issuer RSU") was converted into a restricted stock unit, subject to substantially the same terms and conditions as were applicable to such Issuer RSU, with respect to the number of shares of Alexion common stock determined by multiplying (i) the total number of shares subject to such Issuer RSU by (ii) the Exchange Ratio. |
| Remarks: |
| /s/ Mike Ouimette, Attorney-in-fact | 07/02/2020 | |
| ** 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). | ||
| 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. | ||
