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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Curnutte John T
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)
Executive Vice President
(Last)          (First)          (Middle)

C/O PORTOLA PHARMACEUTICALS, INC., 270 EAST GRAND AVE.
3. Date of Earliest Transaction (MM/DD/YYYY)

5/1/2016
(Street)

SOUTH SAN FRANCISCO, CA 94080
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/1/2016     A    6250   (1) (2) A $0.00   6250   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   $23.76   5/1/2016     A      12500   (2) (3)      5/1/2016   4/30/2026   Common Stock   12500   $0.00   12500   D    

Explanation of Responses:
( 1)  Grant of Restricted Stock Units ("RSU") that vests annually over three years commencing on March 1, 2016, subject to Reporting Person's Continuous Service as of each such date.
( 2)  In May 2016, Issuer's Board of Directors ("Board") approved one-time retention equity awards to all employees hired prior to March 1, 2016, including the Issuer's executive officers. The Board believes these awards are critical to employee retention in a competitive labor market after a significant decline in the Issuer's stock price. For senior management, these equity awards consist of time-based RSUs and performance-based stock options earned on achievement of pivotal commercial, regulatory and manufacturing milestones through 2018.
( 3)  Grant of an option to purchase 12,500 shares of common stock. The options vests in three equal installments based on Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2016, 2017, and 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Curnutte John T
C/O PORTOLA PHARMACEUTICALS, INC.
270 EAST GRAND AVE.
SOUTH SAN FRANCISCO, CA 94080


Executive Vice President

Signatures
/s/ Mike Ouimette, as attorney-in-fact 5/2/2016
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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