EXELIXIS, INC. — Director's Dealing 2016

Sep 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2016-09-26

Reporting Person: MORRISSEY MICHAEL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-26	Common Stock	A	60000	—	Acquired	60000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-26	Common Stock	$15.31	A	360000	Acquired	2024-09-25	Common Stock (360000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	174698	Indirect
Common Stock	16631	Indirect

Footnotes

F1: Represents shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units. Each restricted stock unit is the economic equivalent of one share of Exelixis, Inc. common stock.

F2: The restricted stock units were granted to the Reporting Person on the Transaction Date pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. The restricted stock units will vest as to 1/4th of the original number of shares subject to the restricted stock unit award on November 15, 2017, and thereafter as to 1/4th of the original number of shares subject to the restricted stock unit award on each November 15th until fully-vested

F3: Includes 60,000 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

F4: Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

F5: Represents 16,631 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of September 23, 2016.

F6: Option granted pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. Option granted will vest as to 1/4th of the original number of shares subject to the option on the one-year anniversary of theTransaction Date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the Transaction Date.