0001225208-20-009616.txt : 20200817 0001225208-20-009616.hdr.sgml : 20200817 20200707153952 ACCESSION NUMBER: 0001225208-20-009616 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200702 FILED AS OF DATE: 20200706 DATE AS OF CHANGE: 20200707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIRD JEFFREY W CENTRAL INDEX KEY: 0001250409 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35935 FILM NUMBER: 201016088 MAIL ADDRESS: STREET 1: 755 PAGE MILL RD STE A-200 CITY: PALO ALTO STATE: CA ZIP: 94304-1005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PORTOLA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001269021 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 270 EAST GRAND AVENUE, SUITE 22 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-244-6864 MAIL ADDRESS: STREET 1: 270 EAST GRAND AVENUE, SUITE 22 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 4 1 doc4.xml X0306 4 2020-07-02 0001269021 PORTOLA PHARMACEUTICALS INC PTLA 0001250409 BIRD JEFFREY W 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO CA 94304-1005 1 Common Stock 2020-07-02 4 D 0 20475.0000 18.0000 D 0.0000 D Common Stock 2020-07-02 4 D 0 10007.0000 18.0000 D 0.0000 I By Ltd Liability Company (SHM) Common Stock 2020-07-02 4 D 0 45402.0000 18.0000 D 0.0000 I By Ltd Partnership (NEST) Common Stock 2020-07-02 4 D 0 458569.0000 18.0000 D 0.0000 I By Trust (Trustees) Stock Option (Right to Buy) 24.1900 2020-07-02 4 D 0 6000.0000 D 2026-06-01 Common Stock 6000.0000 0.0000 D Stock Option (Right to Buy) 19.7400 2020-07-02 4 D 0 14101.0000 D 2023-06-04 Common Stock 14101.0000 0.0000 D Stock Option (Right to Buy) 42.8100 2020-07-02 4 D 0 6000.0000 D 2028-06-07 Common Stock 6000.0000 0.0000 D Stock Option (Right to Buy) 26.0900 2020-07-02 4 D 0 6991.0000 D 2029-06-12 Common Stock 6991.0000 0.0000 D Stock Option (Right to Buy) 17.9400 2020-07-02 4 D 0 11377.0000 D 2030-06-12 Common Stock 11377.0000 0.0000 D Stock Option (Right to Buy) 44.3900 2020-07-02 4 D 0 10000.0000 D 2025-06-16 Common Stock 10000.0000 0.0000 D Stock Option (Right to Buy) 35.0600 2020-07-02 4 D 0 6000.0000 D 2027-06-16 Common Stock 6000.0000 0.0000 D Stock Option (Right to Buy) 29.1900 2020-07-02 4 D 0 10000.0000 D 2024-06-27 Common Stock 10000.0000 0.0000 D 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. The reporting person shares pecuniary interest in these shares with other parties pursuant to contractual relationships. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares. Shares held by Sutter Hill Management Company, L.L.C. ("SHM"). Sutter Hill Ventures, a California Limited Partnership ("SHV") has voting and dispositive power over the shares held by SHM, and the reporting person is a trustee of a trust which is a member of SHM. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. 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. 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. In connection with the Merger, these options were canceled without payment. At the Effective Time, this unvested and outstanding option 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. /s/ Robert Yin, by power of attorney 2020-07-06