EXELIXIS, INC. — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS INC (EXEL)
CIK: 0000939767
Period of Report: 2012-05-15

Reporting Person: KARBE FRANK (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock	M	1953	—	Acquired	76123	Direct
2012-05-15	Common Stock	F	716	—	Disposed	75407	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Restricted Stock Units	$	M	1953	Disposed		Common Stock (1953)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4287	Indirect
Common Stock	5440	Indirect

Footnotes

F1: 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 31,250 restricted stock units, of which 1/16th of the shares subject to the restricted stock units vested on May 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 716 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 May 15, 2012.

F3: Represents 4,287 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 15, 2012.

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 31,250 restricted stock units, of which 1/16th of the shares subject to the restricted stock units vested on May 15, 2012. The common stock into which such vested restricted stock units converted on May 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 August 15, November 15, February 15 and May 15 until fully vested.