0001209191-20-040295.txt : 20200702 0001209191-20-040295.hdr.sgml : 20200702 20200702162231 ACCESSION NUMBER: 0001209191-20-040295 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200702 FILED AS OF DATE: 20200702 DATE AS OF CHANGE: 20200702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brame Glenn P CENTRAL INDEX KEY: 0001745702 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35935 FILM NUMBER: 201009663 MAIL ADDRESS: STREET 1: C/O PORTOLA PHARMACEUTICALS, INC. STREET 2: 270 E. GRAND AVE. CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 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 FORM 4 SUBMISSION X0306 4 2020-07-02 1 0001269021 PORTOLA PHARMACEUTICALS INC PTLA 0001745702 Brame Glenn P C/O PORTOLA PHARMACEUTICALS, INC. 270 EAST GRAND AVENUE, SUITE 22 SOUTH SAN FRANCISCO CA 94080 0 1 0 0 EVP, CTOO Common Stock 2020-07-02 4 D 0 7651 18.00 D 0 D Common Stock 2020-02-28 4 A 0 881 8.59 A 881 D Common Stock 2020-06-18 4 A 0 1 8.36 A 882 D Common Stock 2020-07-02 4 D 0 882 18.00 D 0 D Performance Stock Units 2020-07-02 4 D 0 48750 0.00 D Common Stock 48750 0 D Performance Stock Units 2020-07-02 4 D 0 24375 0.00 D Common Stock 24375 0 D Stock Option (Right to Buy) 12.79 2020-07-02 4 D 0 65000 5.21 D 2030-01-30 Common Stock 65000 0 D Stock Option (Right to Buy) 12.79 2020-07-02 4 D 0 32500 D 2030-01-30 Common Stock 32500 0 D Stock Option (Right to Buy) 2020-07-02 4 D 0 147500 D Common Stock 147500 0 D Restricted Stock Units 2020-07-02 4 D 0 42916 0.00 D Common Stock 42916 0 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 acquisition of 881 shares by the Reporting Person on February 28, 2020 pursuant to the Issuer's Employee Stock Purchase Plan. The acquisition of 1 shares by the Reporting Person on June 18, 2020 pursuant to the Issuer's Employee Stock Purchase Plan. Immediately prior to the Effective Time, each performance restricted stock unit ("Issuer PSU") was converted into a restricted stock unit with respect to the number of shares of Alexion common stock determined by multiplying (i) the total number of shares subject to such Issuer PSU by (ii) an exchange ratio equal to $18.00 divided by $112.39 (the "Exchange Ratio"). In connection with the Merger, these performance restricted stock units were canceled without payment immediately prior to the Effective Time. At the Effective Time, each of these unvested and outstanding options 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. At the Effective Time, each of these unvested and outstanding options became fully vested (assuming performance at target), canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that were 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. In connection with the Merger, these options were accelerated and canceled without payment. At the Effective Time, each restricted stock unit ("Issuer RSU") was converted into a restricted stock unit, subject to substantially the same terms and conditions as were applicable to such Issuer RSU, with respect to the number of shares of Alexion common stock determined by multiplying (i) the total number of shares subject to such Issuer RSU by (ii) the Exchange Ratio. /s/ Mike Ouimette, Attorney-in-fact 2020-07-02