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^*

HIRSCH RUSSELL C

(Last)

(First)

(Middle)

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO

94301

(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		27,237	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	27,237	I	Prospect Associates II, L.P.⁽⁵⁾
Common Stock	05/28/2013		C		1,788,647	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	1,788,647	I	Prospect Venture Partners II, L.P.⁽⁶⁾

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 A Preferred Stock	⁽¹⁾	05/28/2013		C			14,558	⁽¹⁾	⁽⁷⁾	Common Stock	14,558	$0.00	0	I	Prospect Associates II, L.P.⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	05/28/2013		C			956,029	⁽¹⁾	⁽⁷⁾	Common Stock	956,029	$0.00	0	I	Prospect Venture Partners II, L.P.⁽⁶⁾
Series B Preferred Stock	⁽²⁾	05/28/2013		C			5,388	⁽²⁾	⁽⁷⁾	Common Stock	5,388	$0.00	0	I	Prospect Associates II, L.P.⁽⁵⁾
Series B Preferred Stock	⁽²⁾	05/28/2013		C			353,839	⁽²⁾	⁽⁷⁾	Common Stock	353,839	$0.00	0	I	Prospect Venture Partners II, L.P.⁽⁶⁾
Series C Preferred Stock	⁽³⁾	05/28/2013		C			5,675	⁽³⁾	⁽⁷⁾	Common Stock	5,675	$0.00	0	I	Prospect Associates II, L.P.⁽⁵⁾
Series C Preferred Stock	⁽³⁾	05/28/2013		C			372,665	⁽³⁾	⁽⁷⁾	Common Stock	372,665	$0.00	0	I	Prospect Venture Partners II, L.P.⁽⁶⁾
Series D Preferred Stock	⁽⁴⁾	05/28/2013		C			1,616	⁽⁴⁾	⁽⁷⁾	Common Stock	1,616	$0.00	0	I	Prospect Associates II, L.P.⁽⁵⁾
Series D Preferred Stock	⁽⁴⁾	05/28/2013		C			106,114	⁽⁴⁾	⁽⁷⁾	Common Stock	106,114	$0.00	0	I	Prospect Venture Partners II, L.P.⁽⁶⁾

Explanation of Responses:

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

4. 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.

5. The shares are owned by PA II, which is under common control with PVP II. PMC II serves as the sole general partner of PA II. The Reporting Person is a Managing Director of PMC II. As such, the Reporting Person shares voting and investment power over the shares held by PA II and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

6. The shares are owned by Prospect Venture Partners II, L.P. ("PVP II"), which is under common control with Prospect Associates II, L.P. ("PA II"). Prospect Management Co. II, L.L.C. ("PMC II") serves as the sole general partner of PVP II. The Reporting Person is a Managing Director of PMC II. As such, the Reporting Person shares voting and investment power over the shares held by PVP II and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

7. 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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