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^*

BIRD JEFFREY W

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

94304-1005

(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		16,669	A	$0⁽¹⁾	16,669	I	By Ltd Partnership (NEST)⁽²⁾
Common Stock	05/28/2013		C		12,344	A	$0⁽³⁾	29,013	I	By Ltd Partnership (NEST)⁽²⁾
Common Stock	05/28/2013		C		7,589	A	$0⁽⁴⁾	36,602	I	By Ltd Partnership (NEST)⁽²⁾
Common Stock	05/28/2013		C		568,711	A	$0⁽¹⁾	568,711	I	By Ltd Partnership (SHV)⁽⁵⁾
Common Stock	05/28/2013		C		260,105	A	$0⁽³⁾	828,816	I	By Ltd Partnership (SHV)⁽⁵⁾
Common Stock	05/28/2013		C		208,190	A	$0⁽⁴⁾	1,037,006	I	By Ltd Partnership (SHV)⁽⁵⁾
Common Stock	05/28/2013		C		65,818	A	$0⁽⁶⁾	1,102,824	I	By Ltd Partnership (SHV)⁽⁵⁾
Common Stock	05/28/2013		C		20,927	A	$0⁽¹⁾	20,927	I	By Trust (Trustees)⁽⁷⁾
Common Stock	05/28/2013		C		6,346	A	$0⁽⁴⁾	27,273	I	By Trust (Trustees)⁽⁷⁾
Common Stock	05/28/2013		C		4,958	A	$0⁽³⁾	32,231	I	By Trust (Trustees)⁽⁷⁾
Common Stock	05/28/2013		C		4,368	A	$0⁽⁶⁾	36,599	I	By Trust (Trustees)⁽⁷⁾

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 Convertible Preferred Stock	⁽¹⁾	05/28/2013		C			16,669	⁽¹⁾	⁽⁸⁾	Common Stock	16,669	$0.0000	0.0000	I	By Ltd Partnership (NEST)⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	05/28/2013		C			7,589	⁽⁴⁾	⁽⁸⁾	Common Stock	7,589	$0.0000	0.0000	I	By Ltd Partnership (NEST)⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	05/28/2013		C			12,344	⁽³⁾	⁽⁸⁾	Common Stock	12,344	$0.0000	0.0000	I	By Ltd Partnership (NEST)⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	05/28/2013		C			568,711	⁽¹⁾	⁽⁸⁾	Common Stock	568,711	$0.0000	0.0000	I	By Ltd Partnership (SHV)⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁴⁾	05/28/2013		C			208,190	⁽⁴⁾	⁽⁸⁾	Common Stock	208,190	$0.0000	0.0000	I	By Ltd Partnership (SHV)⁽⁵⁾
Series C Convertible Preferred Stock	⁽³⁾	05/28/2013		C			260,105	⁽³⁾	⁽⁸⁾	Common Stock	260,105	$0.0000	0.0000	I	By Ltd Partnership (SHV)⁽⁵⁾
Series D Convertible Preferred Stock	⁽⁶⁾	05/28/2013		C			65,818	⁽⁶⁾	⁽⁸⁾	Common Stock	65,818	$0.0000	0.0000	I	By Ltd Partnership (SHV)⁽⁵⁾
Series A Convertible Preferred Stock	⁽¹⁾	05/28/2013		C			20,927	⁽¹⁾	⁽⁸⁾	Common Stock	20,927	$0.0000	0.0000	I	By Trust (Trustees)⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁴⁾	05/28/2013		C			6,346	⁽⁴⁾	⁽⁸⁾	Common Stock	6,346	$0.0000	0.0000	I	By Trust (Trustees)⁽⁷⁾
Series C Convertible Preferred Stock	⁽³⁾	05/28/2013		C			4,958	⁽³⁾	⁽⁸⁾	Common Stock	4,958	$0.0000	0.0000	I	By Trust (Trustees)⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁶⁾	05/28/2013		C			4,368	⁽⁶⁾	⁽⁸⁾	Common Stock	4,368	$0.0000	0.0000	I	By Trust (Trustees)⁽⁷⁾

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. Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership of these shares except as to the reporting person's pecuniary interest therein.

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 B Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

5. Shares held by Sutter Hills Ventures, A California Limited Partnership. The reporting person is a Managing Director of the General Partner of Sutter Hill Ventures, A California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.

6. 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.

7. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.

8. The shares do not have an expiration date.

	/s/ Jeffrey W. Bird	05/30/2013
	** 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).
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