FORM 4 [X] 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 * Meyer Ernie 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)
EVP and CHRO
(Last)         (First)         (Middle)
C/O PORTOLA PHARMACEUTICALS, INC., 270 EAST GRAND AVENUE, SUITE 22
3. Date of Earliest Transaction (MM/DD/YYYY)
7/2/2020
(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  2/28/2020    A(1)    353 (1) A $8.59  9541  D   
Common Stock  7/2/2020    D    9541  D(2) $18.00  0  D   
Common Stock  6/18/2020    A(3)    789 (3) A $8.36  789  D   
Common Stock  7/2/2020    D    789  D(2) $18.00  0  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
Performance Stock Units   (4) 7/2/2020    D        48750    (4)  (4) Common Stock  48750  $0.00  0  D   
Performance Stock Units   (5) 7/2/2020    D        24375    (5)  (5) Common Stock  24375   (5) 0  D   
Stock Option (Right to Buy)  $12.79  7/2/2020    D        65000    (6) 1/30/2030  Common Stock  65000  $5.21 (6) 0  D   
Stock Option (Right to Buy)  $12.79  7/2/2020    D        32500    (7) 1/30/2030  Common Stock  32500   (7) 0  D   
Stock Option (Right to Buy)   (8) 7/2/2020    D        162500    (8)  (8) Common Stock  162500   (8) 0  D   
Restricted Stock Units   (9) 7/2/2020    D        48750    (9)  (9) Common Stock  48750  $0.00  0  D   

Explanation of Responses:
(1)  The acquisition of 353 shares by the Reporting Person on February 28, 2020 pursuant to the Issuer's Employee Stock Purchase Plan.
(2)  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.
(3)  The acquisition of 789 shares by the Reporting Person on June 18, 2020 pursuant to the Issuer's Employee Stock Purchase Plan.
(4)  Immediately prior to the Effective Time, each performance restricted stock unit ( "Issuer PSU") was converted into a restricted stock unit with respect to the number of shares of Alexion common stock determined by multiplying (i) the total number of shares subject to such Issuer PSU by (ii) an exchange ratio equal to $18.00 divided by $112.39 (the "Exchange Ratio").
(5)  In connection with the Merger, these performance restricted stock units were canceled without payment immediately prior to the Effective Time.
(6)  At the Effective Time, each of these unvested and outstanding options 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.
(7)  At the Effective Time, each of these unvested and outstanding options became fully vested (assuming performance at target), canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that were 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.
(8)  In connection with the Merger, these options were accelerated and canceled without payment.
(9)  At the Effective Time, each restricted stock unit ("Issuer RSU") was converted into a restricted stock unit, subject to substantially the same terms and conditions as were applicable to such Issuer RSU, with respect to the number of shares of Alexion common stock determined by multiplying (i) the total number of shares subject to such Issuer RSU by (ii) the Exchange Ratio.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Meyer Ernie
C/O PORTOLA PHARMACEUTICALS, INC.
270 EAST GRAND AVENUE, SUITE 22
SOUTH SAN FRANCISCO, CA 94080


EVP and CHRO

Signatures
/s/ Mike Ouimette, Attorney-in-fact 7/2/2020
**Signature of Reporting Person Date
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