EXELIXIS, INC. — Director's Dealing 2016

Nov 23, 2016

SEC Form 4/A — Form 4/A

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2016-07-15

Reporting Person: Senner Christopher J. (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-15	Common Stock	F	46751	$8.44	Disposed	105976	Direct
2016-09-22	Common Stock	A	20000	—	Acquired	125976	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-22	Option (right to buy)	$14.74	A	120000	Acquired	2023-09-21	Common Stock (120000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1660	Indirect

Footnotes

F1: The original Form 4 filed on September 26, 2016 is amended by this Form 4 amendment to reflect 46,751 shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of restricted stock units held by the Reporting Person that occurred on July 15, 2016. This transaction also reduces the amount of securities beneficially owned by the Reporting Person.

F2: Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of restricted stock units awarded on July 15, 2015.

F3: 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.

F4: 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.

F5: Includes 20,000 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

F6: Represents 1,660 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of September 23, 2016.

F7: 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.

F8: The original Form 4 filed on September 26, 2016 is amended by this Form 4 amendment to correctly reflect the expiration date of the option.