EXELIXIS, INC. — Director's Dealing 2015

Jul 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2015-07-20

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-20	Option (right to buy)	$5.51	A	80000	Acquired	2020-09-17	Common Stock (80000.0)	Direct
2015-07-20	Option (right to buy)	$1.7	A	250000	Acquired	2021-09-18	Common Stock (250000.0)	Direct
2015-07-20	Option (right to buy)	$1.9	A	125000	Acquired	2022-02-04	Common Stock (125000.0)	Direct

Footnotes

F1: On September 18, 2013, the Reporting Person was granted a performance-based stock option to purchase 160,000 shares of common stock pursuant to the Exelixis, Inc. 2011 Equity Incentive Plan. Vesting of the option is tied to performance goals set by the Compensation Committee ("Committee") as follows: (i) 50% of such stock option will vest if the Committee determines that top-line efficacy data received from the METEOR Phase 3 clinical trial of cabozantinib in metastatic renal cell carcinoma ("mRCC") met its primary endpoint at a specified level, with such result to occur no later than a specified date; and (ii) 50% of such option will vest if the Committee confirms that cabozantinib is approved by the United States Food and Drug Administration ("FDA") or European Medicines Agency for the treatment of metastatic castration-resistant prostate cancer ("mCRPC") by a specified date.

F2: On July 20, 2015, the Committee convened to determine that top-line efficacy data received from METEOR met its primary endpoint at the level specified and within the time period permitted by the performance goals, resulting in the vesting of the option as to 80,000 shares. As a consequence of the failure of cabozantinib to meet the primary endpoints in Exelixis' clinical trials of cabozantinib for the treatment of patients with mCRPC, on December 10, 2014, the Committee determined that the regulatory approval goal for the option had not, and would not, be achieved, resulting in the Reporting Person forfeiting 50% of the option.

F3: On September 19, 2014, the Reporting Person was granted a performance-based stock option to purchase 500,000 shares of common stock pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. Vesting of the option is tied to performance goals set by the Committee as follows: (i) 50% of the option will vest if the Committee determines that top-line efficacy data received from the METEOR phase 3 pivotal trial of cabozantinib in mRCC met its primary endpoint at a specified level, with such result to occur no later than a specified date; (ii) 25% of the option will vest if the Committee confirms that a new drug application ("NDA") for cabozantinib for the treatment of mRCC is accepted for review by the FDA by a specified date; and (iii) 25% of the option will vest if the Committee confirms that the FDA has approved cabozantinib for the treatment of mRCC by a specified date.

F4: On July 20, 2015, the Committee convened to determine that top-line efficacy data received from METEOR met its primary endpoint at the level specified and within the time period permitted by the performance goals, resulting in the vesting of the option as to 250,000 shares.

F5: On February 5, 2015, the Reporting Person was granted a performance-based stock option to purchase 250,000 shares of common stock pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. Vesting of the option is tied to performance goals set by the Committee as follows: (i) 50% of the option will vest if the Committee determines that top-line efficacy data received from the METEOR phase 3 pivotal trial of cabozantinib in mRCC met its primary endpoint at a specified level, with such result to occur no later than a specified date; (ii) 25% of the option will vest if the Committee confirms that an NDA for cabozantinib for the treatment of mRCC is accepted for review by the FDA by a specified date; and (iii) 25% of the option will vest if the Committee confirms that the FDA has approved cabozantinib for the treatment of mRCC by a specified date.

F6: On July 20, 2015, the Committee convened to determine that top-line efficacy data received from METEOR met its primary endpoint at the level specified and within the time period permitted by the performance goals, resulting in the vesting of the option as to 125,000 shares.