EXELIXIS, INC. — Director's Dealing 2016

Dec 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2016-12-01

Reporting Person: Schwab Gisela (Pres Prod Dev & Med Aff & CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-01	Common Stock	M	22000	$8.99	Acquired	180053	Direct
2016-12-01	Common Stock	S	22000	$16.73	Disposed	158053	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-01	Option (right to buy)	$8.99	M	22000	Disposed	2016-12-07	Common Stock (22000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13806	Indirect

Footnotes

F1: Includes 20,000 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

F2: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 3, 2016.

F3: Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $16.52 to $17.00. Reporting person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 to this Form 4.

F4: Represents 13,806 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of December 1, 2016.

F5: The option, representing the right to purchase a total of 44,000 shares of Exelixis, Inc. common stock, became fully exercisable on December 8, 2010.