EXELIXIS, INC. — Director's Dealing 2012

Nov 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2012-10-26

Reporting Person: MORRISSEY MICHAEL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-26	Common Stock	G	19650	—	Disposed	0	Direct
2012-10-26	Common Stock	G	19650	—	Acquired	92150	Indirect
2012-11-15	Common Stock	M	3125	—	Acquired	3125	Direct
2012-11-15	Common Stock	F	1146	—	Disposed	1979	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-15	Restricted Stock Units	$	M	3125	Disposed		Common Stock (3125)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7345	Indirect

Footnotes

F1: On October 26, 2012, the reporting person gifted 19,650 shares to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

F2: Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

F3: Represents the conversion upon vesting of restricted stock units into common stock (the "Converted Common Stock"). On December 9, 2009, the reporting person was granted 50,000 restricted stock units, of which 1/16th of the shares subject to the restricted stock units vested on November 15, 2012. Such restricted stock units were previously reported in Table II on a From 4 filed with the Securities and Exchange Commission on December 11, 2009.

F4: The reporting person is reporting the withholding by Exelixis, Inc. of 1,146 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock to the reporting person on November 15, 2012.

F5: Represents 7,345 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of November 15, 2012.

F6: Each restricted stock unit is the economic equivalent of one share of Exelixis, Inc. common stock.

F7: On December 9, 2009, the reporting person was granted 50,000 restricted stock units, of which 1/16th of the shares subject to the restricted stock units vested on November 15, 2012. The common stock into which such vested restricted stock units converted on November 15, 2012 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 February 15, May 15, August 15 and November 15 until fully vested.