EXELIXIS, INC. — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS INC (EXEL)
CIK: 0000939767
Period of Report: 2011-02-15

Reporting Person: Schwab Gisela (EVP and Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock	M	8750	—	Acquired	16072	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Restricted Stock Units	$	M	8750	Disposed		Common Stock (8750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3425	Indirect

Footnotes

F1: Represents the conversion upon vesting of restricted stock units into common stock. Such restricted stock units were granted on December 9, 2009 and were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on December 11, 2009.

F2: Represents 3,425 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of February 14, 2011.

F3: Each restricted stock unit is the economic equivalent of one share of Exelixis, Inc. common stock.

F4: On December 9, 2009, the reporting person was granted 35,000 restricted stock units, of which 1/4th of the shares subject to the restricted stock units vested on February 15, 2011. The common stock into which such vested restricted stock units converted on February 15, 2011 is reported in Table I on this Form 4. The remaining unvested restricted stock units will continue to vest as to 1/16th of the original number of shares subject to the restricted stock units on each succeeding May 15, August 15, November 15 and February 15 until fully vested.