IONIS PHARMACEUTICALS INC — Director's Dealing 2013

Feb 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ISIS PHARMACEUTICALS INC (ISIS)
CIK: 0000874015
Period of Report: 2013-01-30

Reporting Person: PARSHALL B LYNNE (Director, COO, Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-30	Restricted Stock Units	$	A	10380	Acquired		Common Stock (10380)	Direct
2013-01-30	Employee Stock Option (right to buy)	$14.69	A	62280	Acquired	2020-01-29	Common Stock (62280)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Isis common stock, or its equivalent cash value.

F2: Grant 1/30/2013 to reporting person of Restricted Stock Units under the Isis Pharmaceuticals, Inc, 2011 Equity Incentive Plan. Restricted Stock Units vest in four equal annual installments, the first installment vesting on January 15, 2014. Upon vesting, the restricted stock units will be paid out in whole shares of Isis common stock or cash as may be determined by the Company. The RSU shall be fully vested on January 15, 2017. The RSU is vested as to 0 shares on January 30, 2013.

F3: Grant of 1/30/2013 to reporting person of stock options under the Isis Pharamceuticals, Inc. 1989 Stock Option Plan. 25% of the shares subject to the option will vest and become exercisable on 1/2/2014. Thereafter, the remaining shares subject to the option vest and become exercisable in 36 equal monthly installments, at the rate of 15,570 shares per year. The option is exercisable as to 0 shares on 1/30/2013.