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 * FENTON DENNIS M 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
_____ Officer (give title below)    _____ Other (specify below)
(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  7/2/2020    D    13194  D(1) $18.00  0  D   
Restricted Stock Units  7/2/2020    D    7281  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
Stock Option (Right to Buy)  $11.94  7/2/2020    D        11377    (3) 6/11/2030  Common Stock  11377  $0.06 (3) 0  D   
Stock Option (Right to Buy)   (4) 7/2/2020    D        44991    (4)  (4) Common Stock  44991  $0.00 (4) 0  D   

Explanation of Responses:
(1)  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.
(2)  At the Effective Time, each restricted stock unit ("RSU") was accelerated and canceled as of immediately prior to, and contingent upon, the Effective Time, in exchange for the right to receive a cash amount equal to the product of (i) the number of shares deliverable under such RSU multiplied by (ii) $18.00.
(3)  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.
(4)  In connection with the Merger, these options were accelerated and canceled without payment.

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



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