EXELIXIS, INC. — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS INC (EXEL)
CIK: 0000939767
Period of Report: 2012-02-15

Reporting Person: Lamb Peter (EVP, Discovery Research & CSO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	M	2344	—	Acquired	26186	Direct
2012-02-15	Common Stock	F	7340	—	Disposed	18846	Direct
2012-02-15	Common Stock	M	782	—	Acquired	19628	Direct
2012-02-15	Common Stock	F	2303	—	Disposed	17325	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Restricted Stock Unit	$	M	2344	Disposed		Common Stock (2344)	Direct
2012-02-15	Restricted Stock Unit	$	M	782	Disposed		Common Stock (782)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6591	Indirect

Footnotes

F1: Represents the conversion upon vesting of restricted stock units into common stock (the "2012 Converted Common Stock #1"). Such restricted stock units were granted on December 9, 2009 and were previously reported in Table II on a From 4 filed with the Securities and Exchange Commission on December 11, 2009.

F2: On December 9, 2009, the reporting person was granted 37,500 restricted stock units, of which 1/4th of the shares subject to the restricted stock units vested on February 15, 2011 and 1/16th of the shares subject to the restricted stock units vested on each of May 15, 2011, August 15, 2011 and November 15, 2011. The common stock into which such vested restricted stock units converted on February 15, 2011, May 15, 2011, August 15, 2011 and November 15, 2011 (together with the 2012 Converted Common Stock #1, the "Converted Common Stock #1") was previously reported in Table I on Form 4s filed with the SEC on February 15, 2011, May 17, 2011, August 17, 2011 and November 17, 2011, respectively. The reporting person is reporting the withholding by Exelixis of 7,340 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 February 15, 2012.

F3: Represents the conversion upon vesting of restricted stock units into common stock (the "2012 Converted Common Stock #2"). Such restricted stock units were granted on December 15, 2009 and were previously reported in Table II on a From 4 filed with the Securities and Exchange Commission on December 16, 2009.

F4: On December 15, 2009, 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 February 15, 2011 and 1/16th of the shares subject to the restricted stock units vested on each of May 15, 2011, August 15, 2011 and November 15, 2011. The common stock into which such vested restricted stock units converted on February 15, 2011, May 15, 2011, August 15, 2011 and November 15, 2011 (together with the 2012 Converted Common Stock #2, the "Converted Common Stock #2") was previously reported in Table I on Form 4s filed with the SEC on February 15, 2011, May 17, 2011, August 17, 2011 and November 17, 2011, respectively. The reporting person is reporting the withholding by Exelixis of 2,303 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 February 15, 2012.

F5: Represents 6,591 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of February 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 37,500 restricted stock units, of which 1/16th of the shares subject to the restricted stock units vested on February 15, 2012. The common stock into which such vested restricted stock units converted on February 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 so 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.

F8: On December 15, 2009, the reporting person was granted 12,500 restricted stock units, of which 1/16th of the shares subject to the restricted stock units vested on February 15, 2012. The common stock into which such vested restricted stock units converted on February 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 so 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