Sec Form 3 Filing - Schneider Eugene @ IONIS PHARMACEUTICALS INC - 2020-12-27

FORM 3 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 Schneider Eugene 2. Issuer Name and Ticker or Trading Symbol IONIS PHARMACEUTICALS INC [ IONS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chf Clinical Develop Offc (Last) (First) (Middle) C/O IONIS PHARMACEUTICALS, INC., 2855 GAZELLE COURT 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2020 (Street) CARLSBAD,, CA92010 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 2,118 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 Employee Stock Option (right to buy) $ 61.57 ( 1 ) 01/01/2022 Common Stock 6,100 D Employee Stock Option (right to buy) $ 63.18 ( 2 ) 03/31/2022 Common Stock 18,750 D Employee Stock Option (right to buy) $ 61.68 ( 3 ) 01/03/2023 Common Stock 11,000 D Employee Stock Option (right to buy) $ 47.34 ( 4 ) 01/02/2024 Common Stock 25,000 D Employee Stock Option (right to buy) $ 49.25 ( 5 ) 01/01/2025 Common Stock 25,000 D Employee Stock Option (right to buy) $ 45.04 ( 6 ) 07/28/2025 Common Stock 7,500 D Employee Stock Option (right to buy) $ 53.77 ( 7 ) 01/01/2026 Common Stock 19,658 D Employee Stock Option (right to buy) $ 60.89 ( 8 ) 01/01/2027 Common Stock 26,000 D Restricted Stock Units ( 14 ) ( 9 ) ( 9 ) Common Stock 1,041 D Restricted Stock Units ( 14 ) ( 10 ) ( 10 ) Common Stock 2,777 D Restricted Stock Units ( 14 ) ( 11 ) ( 11 ) Common Stock 833 D Restricted Stock Units ( 14 ) ( 12 ) ( 12 ) Common Stock 6,552 D Restricted Stock Units ( 14 ) ( 13 ) ( 13 ) Common Stock 11,556 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schneider Eugene C/O IONIS PHARMACEUTICALS, INC. 2855 GAZELLE COURT CARLSBAD,, CA92010 EVP, Chf Clinical Develop Offc Signatures /s/Patrick R. O'Neil, attorney-in-fact 01/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant on 01/02/2015 to reporting person of stock options under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan. 25% of the shares subject to the option vested and became exercisable on 1/02/2016. Thereafter, the remaining shares subject to the option vested and became exercisable in 36 equal monthly installments. The option is exercisable as to 6,100 shares on 12/27/2020 ( 2 )Grant on 04/01/2015 to reporting person of stock options under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan. 25% of the shares subject to the option vested and became exercisable on 04/01/2016. Thereafter, the remaining shares subject to the option vested and became exercisable in 36 equal monthly installments. The option is exercisable as to 18,750 shares on 12/27/2020 ( 3 )Grant on 01/04/2016 to reporting person of stock options under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan. 25% of the shares subject to the option vested and became exercisable on 1/4/2017. Thereafter, the remaining shares subject to the option vested and became exercisable in 36 equal monthly installments. The option is exercisable as to 11,000 shares on 12/27/2020 ( 4 )Grant on 01/03/2017 to reporting person of stock options under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan. 25% of the shares subject to the option vested and became exercisable on 1/03/2018. Thereafter, the remaining shares subject to the option vested and became exercisable in 36 equal monthly installments. The option is exercisable as to 24,479 shares on 12/27/2020 ( 5 )Grant on 01/02/2018 to reporting person of stock options under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan. 25% of the shares subject to the option vested and became exercisable on 1/02/2019. Thereafter, the remaining shares subject to the option vested and became exercisable in 36 equal monthly installments. The option is exercisable as to 18,229 shares on 12/27/2020 ( 6 )Grant on 07/29/2018 to reporting person of stock options under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan. 25% of the shares subject to the option vested and became exercisable on 07/29/2019. Thereafter, the remaining shares subject to the option vested and became exercisable in 36 equal monthly installments. The option is exercisable as to 4,375 shares on 12/27/2020 ( 7 )Grant on 01/02/2019 to reporting person of stock options under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan. 25% of the shares subject to the option vested and became exercisable on 01/02/2020. Thereafter, the remaining shares subject to the option vested and became exercisable in 36 equal monthly installments. The option is exercisable as to 9,420 shares on 12/27/2020 ( 8 )Grant on 01/02/2020 to reporting person of stock options under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan. 25% of the shares subject to the option will be vested and become exercisable on 01/02/2021. Thereafter, the remaining shares subject to the option vested and became exercisable in 36 equal monthly installments. The option is exercisable as to 0 shares on 12/27/2020 ( 9 )The restricted stock units vest in four equal annual installments, the first installment vesting was on January 15, 2018. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company. The RSU shall be fully vested on January 15, 2021. ( 10 )The restricted stock units vest in four equal annual installments, the first installment vesting was on January 15, 2019. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company. The RSU shall be fully vested on January 15, 2022. ( 11 )The restricted stock units vest in four equal annual installments, the first installment vesting was on October 15, 2019. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company. The RSU shall be fully vested on October 15, 2022. ( 12 )The restricted stock units vest in four equal annual installments, the first installment vesting was on January 15,2020. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company. The RSU shall be fully vested on January 15, 2023. ( 13 )The restricted stock units vest in four equal annual installments, the first installment vesting on January 15, 2021. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company. The RSU shall be fully vested on January 15, 2024. ( 14 )Each restricted stock unit represents a contingent right to receive one share of Ionis common stock or its equivalent cash value

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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