X0206 3 2013-05-21 0 0001269021 PORTOLA PHARMACEUTICALS INC PTLA 0001162059 HIRSCH RUSSELL C 435 TASSO STREET, SUITE 200 PALO ALTO CA 94301 1 0 0 0 Series A Convertible Preferred Stock Common Stock 14558 I Prospect Associates II, L.P. Series A Convertible Preferred Stock Common Stock 956029 I Prospect Venture Partners II, L.P. Series B Convertible Preferred Stock Common Stock 5388 I Prospect Associates II, L.P. Series B Convertible Preferred Stock Common Stock 353839 I Prospect Venture Partners II, L.P. Series C Convertible Preferred Stock Common Stock 5675 I Prospect Associates II, L.P. Series C Convertible Preferred Stock Common Stock 372665 I Prospect Venture Partners II, L.P. Series D Convertible Preferred Stock Common Stock 1616 I Prospect Associates II, L.P. Series D Convertible Preferred Stock Common Stock 106114 I Prospect Venture Partners II, L.P. 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. The shares do not have an expiration date. 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. 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. 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. 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. 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. /s/ Sally A. Kay, as attorney-in-fact 2013-05-21