EXELIXIS, INC. — Director's Dealing 2016

Dec 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2016-12-05

Reporting Person: SCANGOS GEORGE A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-05	Common Stock	M	357976	$8.99	Acquired	1668186	Direct
2016-12-05	Common Stock	S	204718	$17.81	Disposed	1463468	Direct
2016-12-07	Common Stock	M	356	$8.99	Acquired	1463824	Direct
2016-12-07	Common Stock	S	176	$17.90	Disposed	1463648	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-05	Option (right to buy)	$8.99	M	357976	Disposed	2016-12-07	Common Stock (357976.0)	Direct
2016-12-07	Option (right to buy)	$8.99	M	356	Disposed	2016-12-07	Common Stock (356.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8963	Indirect
Common Stock	8963	Indirect
Common Stock	5669	Indirect

Footnotes

F1: Includes 1,596 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

F2: Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $17.45 to $18.00. 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 2 to this Form 4.

F3: Shares held by George A. Scangos and Leslie S. Wilson, as Trustees of the Jennifer Scangos Trust.

F4: Shares held by George A. Scangos and Leslie S. Wilson, as Trustees of the Katherine Scangos Trust.

F5: Represents 5,669 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of December 2, 2016.

F6: The option, representing the right to purchase a total of 400,000 shares of Exelixis, Inc. common stock, became exercisable as to 100,000 shares on December 8, 2007, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the original grant date (December 8, 2006). The option ceased vesting on July 15, 2010, in connection with the Reporting Person's resignation as President and Chief Executive Officer of Exelixis, Inc., at which time the option was exercisable as to as to 358,332 shares of Exelixis, Inc. Common Stock.