Sec Form 4 Filing - CHAMPSI FARAH @ PORTOLA PHARMACEUTICALS INC - 2013-05-28

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CHAMPSI FARAH
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)
(Last) (First) (Middle)
ONE EMBARCADERO CENTER, 37TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/28/2013
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 05/28/2013 C 74,962 A 74,962 I Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ( 4 )
Common Stock 05/28/2013 C 1,116,214 A 1,116,214 I Alta BioPharma Partners III, L.P. ( 4 )
Common Stock 05/28/2013 C 27,507 A 27,507 I Alta Embarcadero BioPharma Partners III, LLC ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock ( 1 ) 05/28/2013 C 42,260 ( 1 ) ( 5 ) Common Stock 42,260 $ 0 0 I Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ( 4 )
Series B Preferred Stock ( 1 ) 05/28/2013 C 629,255 ( 1 ) ( 5 ) Common Stock 629,255 $ 0 0 I Alta BioPharma Partners III, L.P. ( 4 )
Series B Preferred Stock ( 1 ) 05/28/2013 C 15,507 ( 1 ) ( 5 ) Common Stock 15,507 $ 0 0 I Alta Embarcadero BioPharma Partners III, LLC ( 4 )
Series C Preferred Stock ( 2 ) 05/28/2013 C 28,255 ( 2 ) ( 5 ) Common Stock 28,255 $ 0 0 I Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ( 4 )
Series C Preferred Stock ( 2 ) 05/28/2013 C 420,738 ( 2 ) ( 5 ) Common Stock 420,738 $ 0 0 I Alta BioPharma Partners III, L.P. ( 4 )
Series C Preferred Stock ( 2 ) 05/28/2013 C 10,368 ( 2 ) ( 5 ) Common Stock 10,368 $ 0 0 I Alta Embarcadero BioPharma Partners III, LLC ( 4 )
Series D Preferred Stock ( 3 ) 05/28/2013 C 4,447 ( 3 ) ( 5 ) Common Stock 4,447 $ 0 0 I Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ( 4 )
Series D Preferred Stock ( 3 ) 05/28/2013 C 66,221 ( 3 ) ( 5 ) Common Stock 66,221 $ 0 0 I Alta BioPharma Partners III, L.P. ( 4 )
Series D Preferred Stock ( 3 ) 05/28/2013 C 1,632 ( 3 ) ( 5 ) Common Stock 1,632 $ 0 0 I Alta Embarcadero BioPharma Partners III, LLC ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHAMPSI FARAH
ONE EMBARCADERO CENTER
37TH FLOOR
SAN FRANCISCO, CA94111
X
Signatures
/s/ Sally A. Kay, as attorney-in-fact 05/28/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )Alta Partners III, Inc. provides investment advisory services to Alta BioPharma Partners III, L.P., Alta BioPharma Partners III GmbH & Co. Beteiligungs KG and Alta Embarcadero BioPharma Partners III, LLC (collectively, the Alta Funds). The directors of Alta BioPharma Management III, LLC, which is the general partner of Alta BioPharma Partners III, L.P., the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the manager of Alta Embarcadero BioPharma Partners III, LLC, exercise sole dispositive and voting power over the securities owned by the Alta Funds. Farah Champsi, a director of Alta BioPharma Management III, LLC and a manager of Alta Embarcadero BioPharma Partners III, LLC may be deemed to beneficially own the securities, and disclaims beneficial ownership of the shares identified in this footnote except to the extent of her respective proportionate pecuniary interest in such shares.
( 5 )The shares do not have an expiration date.

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