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 *

Garland J. Scott
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
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

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

1/31/2020
(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 1/31/2020  A  50000 (1)A$0.00 183551 D  
Common Stock 2/3/2020  F  5623 (2)D$12.89 177928 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $12.79 1/31/2020  A   200000     (3)1/30/2030 Common Stock 200000 $0.00 200000 D  

Explanation of Responses:
(1) Grant of Restricted Stock Units ("RSUs") in consideration of services rendered. The RSUs vest in three equal annual installments subject to Reporting Person's Continuous Service under the Issuer's plan documents as of each vest date.
(2) Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. The sale is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c).
(3) The options shall vest as follows: 1/48th of the shares subject to the option shall vest each month after January 31, 2020, subject to the Reporting Person's Continuous Service as of each such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Garland J. Scott
C/O PORTOLA PHARMACEUTICALS, INC.
270 E. GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080
X
President and CEO

Signatures
/s/ Mike Ouimette, as attorney-in-fact2/4/2020
**Signature of Reporting PersonDate

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