EXELIXIS, INC. — Director's Dealing 2011

May 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS INC (EXEL)
CIK: 0000939767
Period of Report: 2011-05-15

Reporting Person: RIVERA LUPE M (EVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-15	Common Stock	M	2578	—	Acquired	15391	Direct
2011-05-15	Common Stock	M	625	—	Acquired	16016	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-15	Restricted Stock Units	$	M	2578	Disposed		Common Stock (2578)	Direct
2011-05-15	Restricted Stock Units	$	M	625	Disposed		Common Stock (625)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3354	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 the conversion upon vesting of restricted stock units into common stock. Such restricted stock units were granted on January 14, 2010 and were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on January 15, 2010.

F3: Represents 3,354 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 16, 2011.

F4: Each restricted stock unit is the economic equivalent of one share of Exelixis, Inc. common stock.

F5: On December 9, 2009, the reporting person was granted 41,250 restricted stock units, of which 1/16th of the shares subject to the restricted stock units vested on May 15, 2011. The common stock into which such vested restricted stock units converted on May 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 August 15, November 15, February 15 and May 15 until fully vested.

F6: On January 14, 2010, the reporting person was granted 10,000 restricted stock units, of which 1/16th of the shares subject to the restricted stock units vested on May 15, 2011. The common stock into which such vested restricted stock units converted on May 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 August 15, November 15, February 15 and May 15 until fully vested.