IONIS PHARMACEUTICALS INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On January 15, 2020, in connection with Dr. Brett Monia's promotion to Chief Executive Officer, Ionis Pharmaceuticals, Inc. (the "Company") entered into a performance based restricted stock unit grant notice ("Grant Notice") and performance based restricted stock unit agreement (the "Agreement") with Dr. Monia pursuant to which we awarded Dr. Monia up to 17,009 performance based restricted stock units ("PRSUs") under our Amended and Restated 2011 Equity Incentive Plan. Each PRSU represents a contingent right to receive one share of our common stock. As part of his promotion, Dr. Monia also received 40,822 stock options and 18,143 restricted stock units, all of which will vest over time.

Pursuant to the Agreement, one third of the PRSUs may vest at the end of three separate performance periods spread over the three years following the date of grant based on the Company's relative total shareholder return as compared to a peer group of companies. 17,009 is the maximum number of PRSUs that may be earned, which is 150% 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 each performance period may be anywhere from zero to 17,009 depending on the Company's relative total shareholder return.

The foregoing summary of the PRSUs is qualified in its entirety by reference to the full text of the Grant Notice and Agreement, which are attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



      10.1   Performance Based Restricted Stock Unit Grant Notice and Performance
             Based Restricted Stock Unit Agreement.

    104      Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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