TABLE OF CONTENTS
SIGNATURES
EX-99.A JOINT FILING AGREEMENT
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Temasek Holdings (Private) Limited
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of Singapore
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
|
|
6.
|
|
SHARED VOTING POWER
4,233,568*
|
|
7.
|
|
SOLE DISPOSITIVE POWER
|
|
8.
|
|
SHARED DISPOSITIVE POWER
4,233,568*
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,233,568*
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
12.5%**
|
12.
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC
|
*
|
See Item 4 of Schedule.
|
**
|
Based on 33,882,938 shares of common stock outstanding on May 22, 2013, as set forth in the Issuers Prospectus under Rule 424(b)(4) that forms a part of the
Registration Statement on Form S-1 (No. 333-187901) filed with the Securities and Exchange Commission on May 22, 2013.
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Fullerton Management Pte. Ltd.
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of Singapore
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
|
|
6.
|
|
SHARED VOTING POWER
4,233,568*
|
|
7.
|
|
SOLE DISPOSITIVE POWER
|
|
8.
|
|
SHARED DISPOSITIVE POWER
4,233,568*
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,233,568*
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
12.5%**
|
12.
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC
|
*
|
See Item 4 of Schedule.
|
**
|
Based on 33,882,938 shares of common stock outstanding on May 22, 2013, as set forth in the Issuers Prospectus under Rule 424(b)(4) that forms a part of the
Registration Statement on Form S-1 (No. 333-187901) filed with the Securities and Exchange Commission on May 22, 2013.
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Cairnhill Investments (Mauritius) Pte. Ltd.
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Mauritius
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
|
|
6.
|
|
SHARED VOTING POWER
4,233,568*
|
|
7.
|
|
SOLE DISPOSITIVE POWER
|
|
8.
|
|
SHARED DISPOSITIVE POWER
4,233,568*
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,233,568*
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
12.5%**
|
12.
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC
|
*
|
See Item 4 of Schedule.
|
**
|
Based on 33,882,938 shares of common stock outstanding on May 22, 2013, as set forth in the Issuers Prospectus under Rule 424(b)(4) that forms a part of the
Registration Statement on Form S-1 (No. 333-187901) filed with the Securities and Exchange Commission on May 22, 2013.
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Maxwell (Mauritius) Pte. Ltd.
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Mauritius
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
|
|
6.
|
|
SHARED VOTING POWER
4,233,568*
|
|
7.
|
|
SOLE DISPOSITIVE POWER
|
|
8.
|
|
SHARED DISPOSITIVE POWER
4,233,568*
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,233,568*
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
12.5%**
|
12.
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
|
*
|
See Item 4 of Schedule.
|
**
|
Based on 33,882,938 shares of common stock outstanding on May 22, 2013, as set forth in the Issuers Prospectus under Rule 424(b)(4) that forms a part of the
Registration Statement on Form S-1 (No. 333-187901) filed with the Securities and Exchange Commission on May 22, 2013.
|
Item 1(a).
|
Name of Issuer:
|
Portola Pharmaceuticals,
Inc.
Item 1(b).
|
Address of Issuers Principal Executive Offices:
|
270 E. Grand Avenue
South San Francisco, CA 94080
Item 2(a).
|
Name of Person Filing:
|
|
(1)
|
Temasek Holdings (Private) Limited (Temasek Holdings)
|
|
(2)
|
Fullerton Management Pte. Ltd. (FMPL)
|
|
(3)
|
Cairnhill Investments (Mauritius) Pte. Ltd. (Cairnhill)
|
|
(4)
|
Maxwell (Mauritius) Pte. Ltd. (Maxwell)
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
(1) 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
(2) 60B
Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
(3) c/o IMM, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
(4) c/o IMM, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
(1) Republic of
Singapore
(2) Republic of Singapore
(3) Mauritius
(4) Mauritius
Item 2(d).
|
Title of Class of Securities:
|
Common
Stock, par value $0.001 (Common Stock)
737010108
Item 3.
|
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a)
¨
Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78o);
(b)
¨
Bank as defined
in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
¨
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e)
¨
An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
(f)
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
¨
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
¨
|
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j)
¨
Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
None of the above.
(a) Amount beneficially
owned: 4,233,568.
As of May 28, 2013, Maxwell directly owned 4,233,568 shares of Common Stock. Maxwell is wholly owned by Cairnhill,
which in turn is wholly owned by FMPL, which in turn is wholly owned by Temasek Holdings. Therefore, each of Temasek Holdings, FMPL and Cairnhill may be deemed to beneficially own the shares of Common Stock directly owned by Maxwell.
Accordingly, as of May 28, 2013, each of Temasek Holdings, FMPL and Cairnhill may be deemed to beneficially own 4,233,568 shares of Common Stock.
(b) Percent of class: 12.5%.
Based on 33,882,938 shares of common stock outstanding on May 22, 2013, as set forth in the Issuers Prospectus under Rule 424(b)(4) that forms
a part of the Registration Statement on Form S-1 (No. 333-187901) filed with the Securities and Exchange Commission on May 22, 2013.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to
direct the vote: As of May 28, 2013, Maxwell: 4,233,568; Cairnhill: 4,233,568; FMPL: 4,233,568; and Temasek Holdings: 4,233,568.
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: As of May 28, 2013, Maxwell: 4,233,568; Cairnhill: 4,233,568; FMPL: 4,233,568; and Temasek Holdings: 4,233,568.
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not applicable.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock held by the filing persons.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Not applicable.
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not
applicable.
SIGNATURE
S
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: May 29, 2013
|
|
|
Temasek Holdings (Private) Limited
|
|
|
By:
|
|
/s/ Lena Chia Yue Joo
|
|
|
Name: Lena Chia Yue Joo
|
|
|
Title: Authorized Person
|
|
Fullerton Management Pte. Ltd.
|
|
|
By:
|
|
/s/ Lena ChiaYue Joo
|
|
|
Name: Lena Chia Yue Joo
|
|
|
Title: Director
|
|
Cairnhill Investments (Mauritius) Pte. Ltd.
|
|
|
By:
|
|
/s/ Ashraf Ramtoola
|
|
|
Name: Ashraf Ramtoola
|
|
|
Title: Director
|
|
Maxwell (Mauritius) Pte. Ltd.
|
|
|
By:
|
|
/s/ Ashraf Ramtoola
|
|
|
Name: Ashraf Ramtoola
|
|
|
Title: Director
|