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: 2012-11-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-15	Common Stock	M	2187	—	Acquired	30697	Direct
2012-11-15	Common Stock	F	802	—	Disposed	29895	Direct
2012-11-15	Common Stock	M	3125	—	Acquired	33020	Direct
2012-11-15	Common Stock	F	1146	—	Disposed	31874	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-15	Restricted Stock Units	$	M	2187	Disposed		Common Stock (2187)	Direct
2012-11-15	Restricted Stock Units	$	M	3125	Disposed		Common Stock (3125)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4765	Indirect

Footnotes

F1: Represents the conversion upon vesting of restricted stock units into common stock (the "Converted Common Stock #1"). On December 9, 2009, the reporting person was granted 35,000 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.

F2: The reporting person is reporting the withholding by Exelixis, Inc. of 802 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock #1 to the reporting person on November 15, 2012.

F3: Represents the conversion upon vesting of restricted stock units into common stock (the "Converted Common Stock #2"). On September 28, 2011, the reporting person was granted 12,500 restricted stock units, of which 1/4th 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 September 30, 2011.

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 #2 to the reporting person on November 15, 2012.

F5: Represents 4,765 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 35,000 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.

F8: On September 28, 2011, the reporting person was granted 12,500 restricted stock units, of which 1/4th 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 1/4th of the original number of shares subject to the restricted stock units on each succeeding November 15 until fully vested.