EXELIXIS, INC. — Director's Dealing 2016

Dec 21, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2016-12-19

Reporting Person: Haley Patrick J. (Sr. Vice President, Commercial)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	109693	Direct
Common Stock	9577	Indirect
Common Stock	23539	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$5.5	2018-09-27	Common Stock (3000.0)		Direct
Option (right to buy)	$5.18	2019-03-29	Common Stock (2700.0)		Direct
Option (right to buy)	$5.82	2020-09-29	Common Stock (7800.0)		Direct
Option (right to buy)	$1.7	2021-09-18	Common Stock (85000.0)		Direct
Option (right to buy)	$1.76	2021-11-16	Common Stock (50000.0)		Direct
Option (right to buy)	$1.9	2022-02-04	Common Stock (85000.0)		Direct
Option (right to buy)	$6.21	2022-09-15	Common Stock (60000.0)		Direct
Option (right to buy)	$4.2	2023-02-10	Common Stock (25000.0)		Direct

Footnotes

F1: Includes 27,553 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

F2: Includes 25,499 shares of common stock acquired pursuant to the Exelixis, Inc. 2000 Employee Stock Purchase Plan.

F3: Represents 9,577 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of December 19, 2016.

F4: Option granted to reporting person on September 28, 2011, pursuant to the Exelixis, Inc. 2011 Equity Incentive Plan. The option is fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.

F5: Option granted to reporting person on March 30, 2012, pursuant to the Exelixis, Inc. 2011 Equity Incentive Plan. The option is fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.

F6: Option granted to reporting person on September 30, 2013, pursuant to the Exelixis, Inc. 2011 Equity Incentive Plan. 6,175 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.

F7: Option granted to reporting person on September 19, 2014, pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. The option is fully vested and exercisable as of the date of this filing. The option vested as to 50% on July 20, 2015, 25% on March 7, 2016 and 25% on April 28, 2016, upon the achievement of certain performance goals.

F8: Option granted to reporting person on November 17, 2014, pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. 26,041 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.

F9: Option granted to reporting person on February 5, 2015, pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. The option is fully vested and exercisable as of the date of this filing. The option vested as to 50% on July 20, 2015, 25% on March 7, 2016 and 25% on April 28, 2016, upon the achievement of certain performance goals.

F10: Option granted to reporting person on September 16, 2015, pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. 18,750 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.

F11: Option granted to reporting person on February 11, 2016, pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. The option will vest as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date until fully-vested.