SEC FORM 4

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^*

George Jean

(Last)

(First)

(Middle)

C/O ADVANCED TECHNOLOGY VENTURES

500 BOYLSTON STREET, SUITE 1380

(Street)

BOSTON

02116

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2013

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	05/28/2013		C		58,129	A	⁽¹⁾⁽²⁾⁽³⁾	58,129	I	Advanced Technology Ventures VII (B), L.P.⁽⁴⁾
Common Stock	05/28/2013		C		27,939	A	⁽¹⁾⁽²⁾⁽³⁾	27,939	I	Advanced Technology Ventures VII (C), L.P.⁽⁴⁾
Common Stock	05/28/2013		C		1,448,580	A	⁽¹⁾⁽²⁾⁽³⁾	1,448,580	I	Advanced Technology Ventures VII, L.P.⁽⁴⁾
Common Stock	05/28/2013		C		8,632	A	⁽¹⁾⁽²⁾⁽³⁾	8,632	I	ATV Entrepreneurs VII, L.P.⁽⁴⁾

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)
Series B Preferred Stock	⁽¹⁾	05/28/2013		C			37,379	⁽¹⁾	⁽⁵⁾	Common Stock	37,379	$0.00	0	I	Advanced Technology Ventures VII (B), L.P.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	05/28/2013		C			17,966	⁽¹⁾	⁽⁵⁾	Common Stock	17,966	$0.00	0	I	Advanced Technology Ventures VII (C), L.P.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	05/28/2013		C			931,468	⁽¹⁾	⁽⁵⁾	Common Stock	931,468	$0.00	0	I	Advanced Technology Ventures VII, L.P.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	05/28/2013		C			5,551	⁽¹⁾	⁽⁵⁾	Common Stock	5,551	$0.00	0	I	ATV Entrepreneurs VII, L.P.⁽⁴⁾
Series C Preferred Stock	⁽²⁾	05/28/2013		C			17,302	⁽²⁾	⁽⁵⁾	Common Stock	17,302	$0.00	0	I	Advanced Technology Ventures VII (B), L.P.⁽⁴⁾
Series C Preferred Stock	⁽²⁾	05/28/2013		C			8,316	⁽²⁾	⁽⁵⁾	Common Stock	8,316	$0.00	0	I	Advanced Technology Ventures VII (C), L.P.⁽⁴⁾
Series C Preferred Stock	⁽²⁾	05/28/2013		C			431,173	⁽²⁾	⁽⁵⁾	Common Stock	431,173	$0.00	0	I	Advanced Technology Ventures VII, L.P.⁽⁴⁾
Series C Preferred Stock	⁽²⁾	05/28/2013		C			2,569	⁽²⁾	⁽⁵⁾	Common Stock	2,569	$0.00	0	I	ATV Entrepreneurs VII, L.P.⁽⁴⁾
Series D Preferred Stock	⁽³⁾	05/28/2013		C			3,448	⁽³⁾	⁽⁵⁾	Common Stock	3,448	$0.00	0	I	Advanced Technology Ventures VII (B), L.P.⁽⁴⁾
Series D Preferred Stock	⁽³⁾	05/28/2013		C			1,657	⁽³⁾	⁽⁵⁾	Common Stock	1,657	$0.00	0	I	Advanced Technology Ventures VII (C), L.P.⁽⁴⁾
Series D Preferred Stock	⁽³⁾	05/28/2013		C			85,939	⁽³⁾	⁽⁵⁾	Common Stock	85,939	$0.00	0	I	Advanced Technology Ventures VII, L.P.⁽⁴⁾
Series D Preferred Stock	⁽³⁾	05/28/2013		C			512	⁽³⁾	⁽⁵⁾	Common Stock	512	$0.00	0	I	ATV Entrepreneurs VII, L.P.⁽⁴⁾

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

2. Upon the closing of the Issuer's initial public offering, each share of Series C Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

3. Upon the closing of the Issuer's initial public offering, each share of Series D Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

4. Ms. George is a managing director of ATV Associates VII, LLC, the management company of the Entities affiliated with Advanced Technology Ventures, and shares voting and dispositive power over the shares held by the Entities affiliated with Advanced Technology Ventures. Ms. George disclaims beneficial ownership thereof except to the extent of her respective proportionate pecuniary interest in such shares.

5. The shares do not have an expiration date.

Remarks:

	/s/ Sally A. Kay, as attorney-in-fact	05/28/2013
	** 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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