Additional abbreviationsmay also be used though not in the above list.

EX-4.1 3 d436765dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

NUMBER

PP

INCORPORATED UNDER THE

LAWS OF THE STATE

OF DELAWARE

PORTOLA

PHARMACEUTICALS

SHARES

CUSIP 737010 10 8

SEE REVERSE FOR CERTAIN DEFINITIONS

This certifies that

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF

PORTOLA PHARMACEUTICALS, INC.

transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and the Certificate of Incorporation and Bylaws of the Corporation, as now in effect or as hereafter amended. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

SECRETARY

PORTOLA PHARMACEUTICALS, INC.

CORPORATE

SEAL

SEP 2,

2003

DELAWARE

SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER

COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

(NEW YORK, NY) TRANSFER AGENT AND REGISTRAR

BY:

AUTHORIZED SIGNATURE

HERITAGE BANKNOTE

  

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM   –    as tenants in common
TEN ENT   –    as tenants by the entireties
JT TEN   –   

as joint tenants with right of

survivorship and not as tenants

in common

COM PROP   –    as community property
  UNIF GIFT MIN ACT   –  

 

   Custodian  

 

      (Cust)     (Minor)
      under Uniform Gifts to Minors
      Act  

 

          (State)  
  UNIF TRF MIN ACT   –  

 

   Custodian (until age  

 

   )
      (Cust)      
   

 

   under Uniform Transfers  
    (Minor)      
    to Minors Act  

 

  
      (State)  
 

 

Additional abbreviations may also be used though not in the above list.

 

FOR VALUE RECEIVED,

  

 

    hereby sell(s), assign(s) and transfer(s) unto

 

  PLEASE INSERT SOCIAL SECURITY OR OTHER  

IDENTIFYING NUMBER OF ASSIGNEE

 

   
 
    

 

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

 

 

 

 

 

 

   shares

of the capital stock represented by within Certificate, and do hereby irrevocably constitute and appoint

 

 

   attorney-in-fact

to transfer the said stock on the books of the within named Corporation with full power of the substitution in the premises.

 

Dated  

 

 

      X  

 

      X  

 

Signature(s) Guaranteed:         NOTICE:      

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

 

By

    
 

 

  

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. SIGNATURE GUARANTEES MUST NOT BE DATED.