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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Topper James N   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 FRAZIER HEALTHCARE, 70 WILLOW ROAD, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 05/28/2013 (Street) MENLO PARK, CA 94025 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/28/2013   C   7,252 A (1) (2) (3) (4) 7,252 I Frazier Affiliates IV, LP (5) Common Stock 05/28/2013   C   1,428,954 A (1) (2) (3) (4) 1,428,954 I Frazier Healthcare IV, LP (5)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		7. Title and Amount of Underlying Securities (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
Series A Preferred Stock	(1)	05/28/2013		C			3,063	(1)	(6)	Common Stock	3,063	$ 0	0	I	Frazier Affiliates IV, LP (5)
Series A Preferred Stock	(1)	05/28/2013		C			603,553	(1)	(6)	Common Stock	603,553	$ 0	0	I	Frazier Healthcare IV, LP (5)
Series B Preferred Stock	(2)	05/28/2013		C			1,134	(2)	(6)	Common Stock	1,134	$ 0	0	I	Frazier Affiliates IV, LP (5)
Series B Preferred Stock	(2)	05/28/2013		C			223,383	(2)	(6)	Common Stock	223,383	$ 0	0	I	Frazier Healthcare IV, LP (5)
Series C Preferred Stock	(3)	05/28/2013		C			2,625	(3)	(6)	Common Stock	2,625	$ 0	0	I	Frazier Affiliates IV, LP (5)
Series C Preferred Stock	(3)	05/28/2013		C			517,243	(3)	(6)	Common Stock	517,243	$ 0	0	I	Frazier Healthcare IV, LP (5)
Series D Preferred Stock	(4)	05/28/2013		C			430	(4)	(6)	Common Stock	430	$ 0	0	I	Frazier Affiliates IV, LP (5)
Series D Preferred Stock	(4)	05/28/2013		C			84,775	(4)	(6)	Common Stock	84,775	$ 0	0	I	Frazier Healthcare IV, LP (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Topper James N C/O FRAZIER HEALTHCARE 70 WILLOW ROAD, SUITE 200 MENLO PARK, CA 94025	X

Signatures

/s/ Sally A. Kay, as attorney-in-fact		05/28/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
(2)	Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
(3)	Upon the closing of the Issuer's initial public offering, each share of Series C Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
(4)	Upon the closing of the Issuer's initial public offering, each share of Series D Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
(5)	Dr. Topper is a venture capitalist with Frazier Healthcare, a private equity firm. Frazier Healthcare IV, LP and Frazier Affiliates IV, LP. are collectively referred to as the Entities affiliated with Frazier Healthcare. Dr. Topper does not hold voting or dispositive power over the shares held by the Entities affiliated with Frazier Healthcare and disclaims beneficial ownership thereof except to the extent of his pecuniary interests therein.
(6)	The shares do not have an expiration date.

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