Sec Form 4 Filing - Dier Mardi @ PORTOLA PHARMACEUTICALS INC - 2017-01-30

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 Dier Mardi 2. Issuer Name and Ticker or Trading Symbol PORTOLA PHARMACEUTICALS INC [ PTLA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and CFO (Last) (First) (Middle) C/O PORTOLA PHARMACEUTICALS, INC., 270 EAST GRAND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2017 (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 01/30/2017 A 15,625 ( 1 ) A $ 0 15,625 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 (Right to Buy) $ 25.54 01/30/2017 A 62,500 ( 2 ) 01/30/2027 Common Stock 62,500 $ 0 62,500 D Performance Stock Unit ( 3 ) 01/30/2017 A 15,625 ( 3 ) 01/30/2027 Common Stock 15,625 $ 0 15,625 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dier Mardi C/O PORTOLA PHARMACEUTICALS, INC. 270 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CA94080 EVP and CFO Signatures /s/ Mike Ouimettte, as-attorney-in-fact 02/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of Restricted Stock Units ("RSU") in consideration of services rendered. The RSU vests annually over three years commencing on March 1, 2017, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2013 Equity Incentive Plan) as of each such date. ( 2 )The option shares shall vest as follows: 1/48th of the shares subject to the option shall vest each month after January 1, 2017, subject to the Reporting Person's Continuous Service as of each such date. ( 3 )Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock. The PSUs vest as follows: (i) 50% of the PSUs will become vested upon the date of the Compensation Committee's certification of regulatory approval of Andexanet alfa in either the United States or European Union (the "Certification Date") in 2017, with the remaining 50% vesting on the first anniversary of the Certification Date, or (ii) 37.5% of the PSUs will become vested upon the Certification Date in 2018, with the remaining 37.5% vesting on the first anniversary of the Certification Date. If the Certification Date does not occur prior to the end of 2018, the PSUs shall not vest.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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