Sec Form 4 Filing - Lis William @ PORTOLA PHARMACEUTICALS INC - 2016-05-01

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 Lis William 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O PORTOLA PHARMACEUTICALS, INC., 270 EAST GRAND AVE. 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2016 (Street) SOUTH SAN FRANCISCO, CA94080 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 05/01/2016 A 40,000 ( 1 ) ( 2 ) A $ 0 40,000 D

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 Stock Option $ 23.76 05/01/2016 A 80,000 ( 2 ) ( 3 ) 05/01/2016 04/30/2026 Common Stock 80,000 $ 0 80,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lis William C/O PORTOLA PHARMACEUTICALS, INC. 270 EAST GRAND AVE. SOUTH SAN FRANCISCO, CA94080 X Chief Executive Officer Signatures /s/ Mike Ouimette, as attorney-in-fact 05/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of Restricted Stock Units ("RSU") that vests annually over three years commencing on March 1, 2016, subject to Reporting Person's Continuous Service as of each such date. ( 2 )In May 2016, Issuer's Board of Directors ("Board") approved one-time retention equity awards to all employees hired prior to March 1, 2016, including the Issuer's executive officers. The Board believes these awards are critical to employee retention in a competitive labor market after a significant decline in the Issuer's stock price. For senior management, these equity awards consist of time-based RSUs and performance-based stock options earned on achievement of pivotal commercial, regulatory and manufacturing milestones through 2018. ( 3 )Grant of an option to purchase 80,000 shares of common stock. The options vests in three equal installments based on Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2016, 2017, and 2018.

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 4(b)(v).

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