EXELIXIS, INC. — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2016-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-11	Common Stock	A	114286	—	Acquired	114286	Direct
2016-02-11	Common Stock	F	43149	$4.20	Disposed	71137	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-11	Option (right to buy)	$4.2	A	150000	Acquired	2023-02-10	Common Stock (150000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	103561	Indirect
Common Stock	15153	Indirect

Footnotes

F1: Represents shares of Exelixis, Inc. common stock 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 and vested in full on the Transaction Date.

F3: Excludes 1,890 shares previously owned directly which were contributed to the Morrissey Family Living Trust dated July 21, 1994, as amended.

F4: Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of restricted stock units awarded on the Transaction Date.

F5: Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

F6: Represents 15,153 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of February 12, 2016.

F7: Option granted pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. Option will vest as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the Transaction 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.