8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2014

Portola Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35935	20-0216859
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

270 E. Grand Avenue South San Francisco, California	94080
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 246-7300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 14, 2014 the Board of Directors (the “Board”) of Portola Pharmaceuticals, Inc. (the “Company”) appointed Mr. John H. Johnson to serve as a director of the Company, effective as of March 26, 2014. The Board also appointed Mr. Johnson to serve on the Compensation Committee.

Mr. Johnson has served as a member of the Board of Directors of Dendreon Corporation since August 2011, and was named Chair in July 2013. He has also served as the President and Chief Executive Officer of Dendreon Corporation since January 2012. Mr. Johnson previously served as the Chief Executive Officer and a director of Savient Pharmaceuticals, Inc., a pharmaceutical company, from January 2011 until January 2012, and prior to that time, served as Senior Vice President and President of Eli Lilly and Company’s Oncology unit from November 2009 until January 2011. He was also Chief Executive Officer of ImClone Systems Incorporated (“ImClone”), which develops targeted biologic cancer treatments, from August 2007 until November 2009, and served on ImClone’s Board of Directors until it was acquired by Eli Lilly in November 2008. Prior to joining ImClone, Mr. Johnson served as Company Group Chairman of Johnson & Johnson’s Worldwide Biopharmaceuticals unit from 2005 until August 2007, President of its Ortho Biotech Products LP and Ortho Biotech Canada unit from 2003 until 2005, and Worldwide Vice President of its CNS, Pharmaceuticals Group Strategic unit from 2001 until 2003. Prior to joining Johnson & Johnson, he also held several executive positions at Parkstone Medical Information Systems, Inc., Ortho-McNeil Pharmaceutical Corporation and Pfizer, Inc. Mr. Johnson is the former chairman of Tranzyme Pharma, Inc. He is currently a member of the board of directors of Cempra Pharmaceuticals, Inc. and Histogenics Corporation. He earned his bachelor’s degree from the East Stroudsburg University of Pennsylvania.

In connection with his appointment to the Board and the Compensation Committee, Mr. Johnson will receive annual cash compensation of $50,000 and $6,500, respectively. In addition, Mr. Johnson will receive an initial stock option grant to purchase 20,000 shares of Company common stock at an exercise price equal to the fair market value of the common stock on the effective date of his appointment, such grant to vest, subject to continuous service, on a monthly basis for the 36-month period following the date of grant.

A copy of the press release announcing Mr. Johnson’s appointment is attached hereto as Exhibit 99.1.   

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number	Description of Document
99.1	Press release entitled “Portola Pharmaceuticals Appoints John H. Johnson to Board of Directors” dated March 18, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Portola Pharmaceuticals, Inc.
Dated: March 18, 2014
	By:	/s/ Mardi C. Dier
		Mardi C. Dier
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Number	Description of Document
99.1	Press release entitled “Portola Pharmaceuticals Appoints John H. Johnson to Board of Directors” dated March 18, 2014.

EX-99

Exhibit 99.1

Portola Pharmaceuticals Appoints John H. Johnson to Board of Directors

South San Francisco, Calif. (March 18, 2014) – Portola Pharmaceuticals (Nasdaq: PTLA) today announced the appointment of John H. Johnson to its board of directors effective March 26, 2014. Mr. Johnson currently serves as chairman, president and chief executive officer of Dendreon Corporation.

“We're thrilled to add John, a prestigious industry leader, to the Portola Board. John's strategic capabilities and his experience in oncology and biologics manufacturing will serve Portola well as we advance our potential groundbreaking drugs through late stage development and commercialization, said William Lis, chief executive officer of Portola. “Personally, I'm pleased to be working with John again, having had prior success under his leadership at Johnson & Johnson with the anticoagulant XARELTO.”  

“I am delighted to join Portola’s board of directors at such an exciting time in the Company’s history. Portola has successfully advanced three innovative pipeline products into the clinic setting that may significantly improve the care of patients with blood clots and blood cancers,” said John H. Johnson. “I look forward to leveraging my experience in launching and commercializing innovative products to help Portola independently further its wholly-owned assets and create value for its shareholders."

Mr. Johnson’s career in the pharmaceutical and biotechnology industry spans more than 30 years. Prior to joining Dendreon, Mr. Johnson was chief executive officer and a member of the board of directors of Savient Pharmaceuticals, Inc. Before that, he served as president of Eli Lilly & Company's Oncology Unit, following the company's acquisition of Imclone Systems, Inc., for which he served as chief executive officer. Prior to Imclone, he was the company group chairman of Johnson & Johnson’s biopharmaceuticals unit, where he was responsible for the biotechnology, immunology and oncology commercial businesses. Mr. Johnson has also held several executive positions at Johnson & Johnson, Parkstone Medical Information Systems, Inc. and Ortho-McNeil Pharmaceutical Corp., as well as positions at Pfizer, Inc. Mr. Johnson is the former chairman of Tranzyme Pharma, Inc. He is currently a member of the board of directors of Cempra Pharmaceuticals, Inc. and Histogenics. He also serves as a member of the board of directors of the Pharmaceutical Research and Manufacturers of America (PhRMA) and a member of the Health Section Governing Board of Biotechnology Industry Organization (BIO).

About Portola Pharmaceuticals, Inc.

Portola Pharmaceuticals is a biopharmaceutical company developing product candidates that have the potential to represent significant advances in the fields of thrombosis and hematology. The Company is advancing its three wholly-owned programs using novel biomarker and genetic approaches that may increase the likelihood of clinical, regulatory and commercial success of its first-in-class therapies.

Betrixaban

Portola's lead compound, betrixaban, is an oral, once-daily Factor Xa inhibitor being evaluated in the only biomarker-based Phase 3 study for ”hospital to home” prophylaxis of venous thromboembolism (VTE) in acute medically ill patients. Betrixaban's properties may be particularly suited to potentially demonstrate efficacy without significantly increasing bleeding in this patient population. Currently, there is no anticoagulant approved for extended-duration VTE prophylaxis in acute medically ill patients.    

Andexanet Alfa

Portola's second lead development candidate, andexanet alfa, has the potential to be a first-in-class reversal agent to directly reverse the effects of Factor Xa inhibitors in patients who suffer a major bleeding episode or who require emergency surgery. Portola has entered into clinical collaboration agreements with all of the manufacturers of direct Factor Xa inhibitors, including Bristol-Myers Squibb and Pfizer (Eliquis^®  [apixaban]), Bayer HealthCare and Janssen Pharmaceuticals (XARELTO^® [rivaroxaban]), and Daiichi Sankyo (Savaysa^TM [edoxaban]), while retaining all decision-making and commercial rights to the program. Andexanet alfa has been designated as a breakthrough therapy by the U.S. Food and Drug Administration.

Cerdulatinib* (PRT2070) and PRT2607

Portola's third wholly-owned product candidate, cerdulatinib (PRT2070), is an orally available kinase inhibitor that uniquely inhibits two validated tumor proliferation pathways -- spleen tyrosine kinase (Syk) and janus kinase (JAK). It is currently being studied in patients with leukemias or lymphomas with a focus on genetically-defined subtypes, as well as in patients who have failed therapy due to relapse or acquired mutations. Portola's fourth program is partnered with Biogen Idec and is focused on the development of PRT2607, a selective Syk inhibitor.

For more information, visit www.portola.com and follow the Company on Twitter @Portola_Pharma.

Forward-looking statement

Statements contained in this press release regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements regarding Portola’s ability to independently advance its drug candidates, plans for future clinical studies, and commercialization of its product candidates. Risks that contribute to the uncertain nature of the forward-looking statements include: the accuracy of Portola's estimates regarding its ability to initiate and/or complete its clinical trials; the success of Portola's clinical trials and the demonstrated efficacy of Portola's product candidates thereunder; the accuracy of Portola's estimates regarding its expenses and capital requirements; regulatory developments in the United States and foreign countries; Portola's ability to obtain and maintain intellectual property protection for its product candidates; and the loss of key scientific or management personnel. These and other risks and uncertainties are described more fully in Portola's 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2014. All forward-looking statements contained in this press release speak only as of the date on which they were made. Portola undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

# # #

*Cerdulatinib is a proposed International Nonproprietary Name (pINN).

Investor Contact:	Media Contact:
Alexandra Santos	Joey Fleury
Portola      Pharmaceuticals	BrewLife
ir@portola.com	jfleury@brewlife.com
650.246.7239	415.946.1090