Sec Form 4 Filing - Koenig Sheldon L. @ PORTOLA PHARMACEUTICALS INC - 2020-07-02

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 Koenig Sheldon L. 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, Chief Commercial Officer (Last) (First) (Middle) C/O PORTOLA PHARMACEUTICALS, INC., 270 EAST GRAND AVENUE, SUITE 22 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2020 (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 07/02/2020 D 5,075 D ( 1 ) $ 18 0 D Common Stock 06/18/2020 A( 2 ) 488 ( 2 ) A $ 8.36 488 D Common Stock 07/02/2020 D 488 D ( 1 ) $ 18 0 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 Performance Stock Units ( 3 ) 07/02/2020 D 48,750 ( 3 ) ( 3 ) Common Stock 48,750 $ 0 0 D Performance Stock Units ( 4 ) 07/02/2020 D 24,375 ( 4 ) ( 4 ) Common Stock 24,375 $ 0 0 D Stock Option (Right to Buy) $ 12.79 07/02/2020 D 65,000 ( 5 ) 01/30/2030 Common Stock 65,000 $ 5.21 ( 5 ) 0 D Stock Option (Right to Buy) $ 12.79 07/02/2020 D 32,500 ( 6 ) 01/30/2030 Common Stock 32,500 ( 6 ) 0 D Stock Option (Right to Buy) ( 7 ) 07/02/2020 D 125,000 ( 7 ) ( 7 ) Common Stock 125,000 ( 7 ) 0 D Restricted Stock Units ( 8 ) 07/02/2020 D 32,916 ( 8 ) ( 8 ) Common Stock 32,916 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Koenig Sheldon L. C/O PORTOLA PHARMACEUTICALS, INC. 270 EAST GRAND AVENUE, SUITE 22 SOUTH SAN FRANCISCO, CA94080 EVP, Chief Commercial Officer Signatures /s/ Mike Ouimette, Attorney-in-fact 07/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of May 5, 2020, by and among Portola Pharmaceuticals, Inc. (the "Issuer"), AlexionPharmaceuticals, Inc. ("Alexion") and Odyssey Merger Sub Inc. ("Merger Sub") (the "Merger Agreement"), on July 2, 2020, Merger Sub merged with andinto the Issuer, with the Issuer continuing as the surviving corporation and a direct, wholly owned subsidiary of Alexion (the "Merger"). At theeffective time of the Merger (the "Effective Time"), these shares were canceled in exchange for $18.00 per share in cash, without interest andsubject to any applicable withholding taxes. ( 2 )The acquisition of 488 shares by the Reporting Person on June 18, 2020 pursuant to the Issuer's Employee Stock Purchase Plan. ( 3 )Immediately prior to the Effective Time, each performance restricted stock unit ("Issuer PSU") was converted into a restricted stock unit withrespect 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"). ( 4 )In connection with the Merger, these performance restricted stock units were canceled without payment immediately prior to the Effective Time. ( 5 )At the Effective Time, each of these unvested and outstanding options was accelerated, canceled and converted into the right to receive a cashamount 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. ( 6 )At the Effective Time, each of these unvested and outstanding options became fully vested (assuming performance at target), canceled andconverted 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 applicablelaw. ( 7 )In connection with the Merger, these options were accelerated and canceled without payment. ( 8 )At the Effective Time, each restricted stock unit ("Issuer RSU") was converted into a restricted stock unit, subject to substantially the same termsand 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.

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