EXELIXIS, INC. — Director's Dealing 2017

May 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2017-05-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-08	Common Stock	M	11300	$1.90	Acquired	71300	Direct
2017-05-08	Common Stock	S	11300	$21.81	Disposed	60000	Direct
2017-05-09	Common Stock	M	51214	$1.90	Acquired	111214	Direct
2017-05-09	Common Stock	S	51214	$21.77	Disposed	60000	Direct
2017-05-09	Common Stock	M	48786	$1.90	Acquired	108786	Direct
2017-05-09	Common Stock	S	48786	$21.60	Disposed	60000	Direct
2017-05-10	Common Stock	M	79551	$1.90	Acquired	139551	Direct
2017-05-10	Common Stock	M	20449	$1.70	Acquired	160000	Direct
2017-05-10	Common Stock	S	100000	$22.07	Disposed	60000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-08	Option (right to buy)	$1.9	M	11300	Disposed	2022-02-04	Common Stock (11300.0)	Direct
2017-05-09	Option (right to buy)	$1.9	M	51214	Disposed	2022-02-04	Common Stock (51214.0)	Direct
2017-05-09	Option (right to buy)	$1.9	M	48786	Disposed	2022-02-04	Common Stock (48786.0)	Direct
2017-05-10	Option (right to buy)	$1.9	M	79551	Disposed	2022-02-04	Common Stock (79551.0)	Direct
2017-05-10	Option (right to buy)	$1.7	M	20449	Disposed	2021-09-18	Common Stock (20449.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	172698	Indirect
Common Stock	17018	Indirect

Footnotes

F1: Includes 60,000 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 $21.80 to $21.84. 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: Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $21.75 to $21.80. 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 3 to this Form 4.

F4: Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $21.60 to $21.61. 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 4 to this Form 4.

F5: Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $22.00 to $22.15. 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 5 to this Form 4.

F6: Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

F7: Represents 17,018 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 8, 2017.

F8: The option, representing the right to purchase a total of 450,000 shares of Exelixis, Inc. common stock, became exercisable as to fifty percent (50%) of the shares subject to the option on July 20, 2015, as to twenty-five (25%) of the shares subject to the option on March 7, 2016 and as to the remaining twenty-five (25%) of the shares subject to the option on April 28, 2016.

F9: The option, representing the right to purchase a total of 1,125,000 shares of Exelixis, Inc. common stock, became exercisable as to fifty percent (50%) of the shares subject to the option on July 20, 2015, as to twenty-five (25%) of the shares subject to the option on March 7, 2016 and as to the remaining twenty-five (25%) of the shares subject to the option on April 28, 2016.