CHAMPSI FARAH - 3 filing on 2013-05-21

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

CHAMPSI FARAH

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2013

3. Issuer Name and Ticker or Trading Symbol
PORTOLA PHARMACEUTICALS INC [ PTLA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	42,260	⁽¹⁾	I	Alta BioPharma Partners III GmbH & Co. Beteiligungs KG⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	629,255	⁽¹⁾	I	Alta BioPharma Partners III, L.P.⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	15,507	⁽¹⁾	I	Alta Embarcadero BioPharma Partners III, LLC⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽²⁾	Common Stock	28,255	⁽⁴⁾	I	Alta BioPharma Partners III GmbH & Co. Beteiligungs KG⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽²⁾	Common Stock	420,738	⁽⁴⁾	I	Alta BioPharma Partners III, L.P.⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽²⁾	Common Stock	10,368	⁽⁴⁾	I	Alta Embarcadero BioPharma Partners III, LLC⁽³⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽²⁾	Common Stock	4,447	⁽⁵⁾	I	Alta BioPharma Partners III GmbH & Co. Beteiligungs KG⁽³⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽²⁾	Common Stock	66,221	⁽⁵⁾	I	Alta BioPharma Partners III, L.P.⁽³⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽²⁾	Common Stock	1,632	⁽⁵⁾	I	Alta Embarcadero BioPharma Partners III, LLC⁽³⁾

Explanation of Responses:

1. The Series B Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series B Preferred Stock, for no additional consideration.

2. The shares do not have an expiration date.

3. Alta Partners III, Inc. provides investment advisory services to Alta BioPharma Partners III, L.P., Alta BioPharma Partners III GmbH & Co. Beteiligungs KG and Alta Embarcadero BioPharma Partners III, LLC (collectively, the Alta Funds). The directors of Alta BioPharma Management III, LLC, which is the general partner of Alta BioPharma Partners III, L.P., the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the manager of Alta Embarcadero BioPharma Partners III, LLC, exercise sole dispositive and voting power over the securities owned by the Alta Funds. Farah Champsi, a director of Alta BioPharma Management III, LLC and a manager of Alta Embarcadero BioPharma Partners III, LLC may be deemed to beneficially own the securities, and disclaims beneficial ownership of the shares identified in this footnote except to the extent of her respective proportionate pecuniary interest in such shares.

4. The Series C Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series C Preferred Stock, for no additional consideration.

5. The Series D Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series D Preferred Stock, for no additional consideration.

Remarks:

	/s/ Sally A. Kay, as attorney-in-fact	05/21/2013
	** 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 5 (b)(v).
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