Sec Form 4 Filing - BIRD JEFFREY W @ 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 BIRD JEFFREY W 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) 755 PAGE MILL ROAD, SUITE A-200 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2020 (Street) PALO ALTO, CA94304-1005 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 20,475 D ( 1 ) $ 18 0 D ( 2 ) Common Stock 07/02/2020 D 10,007 D ( 1 ) $ 18 0 I By Ltd Liability Company (SHM) ( 3 ) Common Stock 07/02/2020 D 45,402 D ( 1 ) $ 18 0 I By Ltd Partnership (NEST) ( 4 ) Common Stock 07/02/2020 D 458,569 D ( 1 ) $ 18 0 I By Trust (Trustees) ( 5 )

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) $ 24.19 07/02/2020 D 6,000 ( 6 ) 06/01/2026 Common Stock 6,000 ( 6 ) 0 D ( 2 ) Stock Option (Right to Buy) $ 19.74 07/02/2020 D 14,101 ( 6 ) 06/04/2023 Common Stock 14,101 ( 6 ) 0 D ( 2 ) Stock Option (Right to Buy) $ 42.81 07/02/2020 D 6,000 ( 6 ) 06/07/2028 Common Stock 6,000 ( 6 ) 0 D ( 2 ) Stock Option (Right to Buy) $ 26.09 07/02/2020 D 6,991 ( 6 ) 06/12/2029 Common Stock 6,991 ( 6 ) 0 D ( 2 ) Stock Option (Right to Buy) $ 17.94 07/02/2020 D 11,377 ( 7 ) 06/12/2030 Common Stock 11,377 ( 7 ) 0 D ( 2 ) Stock Option (Right to Buy) $ 44.39 07/02/2020 D 10,000 ( 6 ) 06/16/2025 Common Stock 10,000 ( 6 ) 0 D ( 2 ) Stock Option (Right to Buy) $ 35.06 07/02/2020 D 6,000 ( 6 ) 06/16/2027 Common Stock 6,000 ( 6 ) 0 D ( 2 ) Stock Option (Right to Buy) $ 29.19 07/02/2020 D 10,000 ( 6 ) 06/27/2024 Common Stock 10,000 ( 6 ) 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BIRD JEFFREY W 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO, CA94304-1005 X Signatures /s/ Robert Yin, by power of attorney 07/06/2020 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"), 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. ( 2 )The reporting person shares pecuniary interest in these shares with other parties pursuant to contractual relationships. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares. ( 3 )Shares held by Sut ter Hill Management Company, L.L.C. ("SHM"). Sutter Hill Ventures, a California Limited Partnership ("SHV") has voting and dispositive power over the shares held by SHM, and the reporting person is a trustee of a trust which is a member of SHM. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. ( 4 )Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the general partner. The reporting person disclaims beneficial ownership of these shares except as to the reporting person's pecuniary interest therein. ( 5 )Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust. ( 6 )In connection with the Merger, these options were canceled without payment. ( 7 )At the Effective Time, this unvested and outstanding option 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.

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