SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Topper James N

(Last)

(First)

(Middle)

C/O FRAZIER HEALTHCARE

70 WILLOW ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2013

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	3,063	⁽¹⁾	I	Frazier Affiliates IV, LP⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	603,553	⁽¹⁾	I	Frazier Healthcare IV, LP⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽²⁾	Common Stock	1,134	⁽⁴⁾	I	Frazier Affiliates IV, LP⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽²⁾	Common Stock	223,383	⁽⁴⁾	I	Frazier Healthcare IV, LP⁽³⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽²⁾	Common Stock	2,625	⁽⁵⁾	I	Frazier Affiliates IV, LP⁽³⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽²⁾	Common Stock	517,243	⁽⁵⁾	I	Frazier Healthcare IV, LP⁽³⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽²⁾	Common Stock	430	⁽⁶⁾	I	Frazier Affiliates IV, LP⁽³⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽²⁾	Common Stock	84,775	⁽⁶⁾	I	Frazier Healthcare IV, LP⁽³⁾

Explanation of Responses:

1. The Series A Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series A Preferred Stock, for no additional consideration.

2. The shares do not have an expiration date.

3. Dr. Topper is a venture capitalist with Frazier Healthcare, a private equity firm. Frazier Healthcare IV, LP and Frazier Affiliates IV, LP. are collectively referred to as the Entities affiliated with Frazier Healthcare. Dr. Topper does not hold voting or dispositive power over the shares held by the Entities affiliated with Frazier Healthcare and disclaims beneficial ownership thereof except to the extent of his pecuniary interests therein.

4. The Series B Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series B Preferred Stock, for no additional consideration.

5. The Series C Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series C Preferred Stock, for no additional consideration.

6. The Series D Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series D Preferred Stock, for no additional consideration.

Remarks:

	/s/ Sally A. Kay, as attorney-in-fact	05/21/2013
	** 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 5 (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.