Ionis Pharmaceuticals Inc.

01/17/2025 | Press release | Distributed by Public on 01/17/2025 18:42

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
Swayze Eric
2. Issuer Name and Ticker or Trading Symbol
IONIS PHARMACEUTICALS INC [IONS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Research
(Last) (First) (Middle)
2855 GAZELLE COURT 		3. Date of Earliest Transaction (Month/Day/Year)
01/15/2025
(Street)
CARLSBAD, CA 92010 		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 01/15/2025 M(1) 19,111(1) A $ 0 52,824 D
Common Stock 01/16/2025 S(2) 7,154(2) D $32.843(3) 45,670 D
Common Stock 01/15/2025 M(1) 49(1) A $ 0 206 I by Son
Common Stock 01/16/2025 S(2) 22(2) D $32.70 184 I by Son
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Performance Restricted Stock Units(4) $ 0 01/15/2025 A 22,000 01/15/2028(5) (5) Common Stock 22,000 $ 0 64,482 D
Restricted Stock Unit(6) $ 0 (7) 01/15/2025 A 33,000 01/15/2026(8) (8) Common Stock 33,000 $ 0 79,728 D
Restricted Stock Unit $ 0 (7) 01/15/2025 M 19,111 01/15/2025(8) (8) Common Stock 19,111 $ 0 60,617 D
Restricted Stock Unit(9) $ 0 (7) 01/15/2025 A 245 01/15/2026(8) (8) Common Stock 245 $ 0 671 I by Son
Restricted Stock Unit $ 0 (7) 01/15/2025 M 49 01/15/2025(8) (8) Common Stock 49 $ 0 622 I by Son

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Swayze Eric
2855 GAZELLE COURT
CARLSBAD, CA 92010 		EVP Research

Signatures

By: Patrick R. O'Neil, attorney-in-fact For: Eric Swayze 01/17/2025
**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) Acquired pursuant to vesting and release of shares in accordance with Restricted Stock Unit awards.
(2) The sale was made pursuant to an automatic sale to cover the required tax withholding obligations pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.835 to $32.85 inclusive. The reporting person undertakes to provide to Ionis Pharmaceuticals, Inc. any security holder of Ionis Pharmaceuticals, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) on this Form 4.
(4) Grant to reporting person of Performance Restricted Stock Units (PRSUs) under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan.
(5) The PRSUs may vest at the end of the three-year performance period following the date of grant based on the Issuer's relative total shareholder return as compared to a peer group of companies. The number of PRSUs reported represents the maximum that may be earned, which is 200% of the target number. No number of PRSUs is guaranteed to vest and the actual number of PRSUs that will vest at the end of the performance period may be anywhere from zero to the amount stated.
(6) Grant to reporting person of Restricted Stock Units under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan.
(7) Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value.
(8) Restricted Stock Units vest in four equal annual installments. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company.
(9) Grant to reporting person's son of Restricted Stock Units under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.