EXELIXIS, INC. — Director's Dealing 2017

May 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2017-05-01

Reporting Person: Schwab Gisela (Pres Prod Dev & Med Aff & CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	Common Stock	M	89910	$9.91	Acquired	260414	Direct
2017-05-01	Common Stock	S	88010	$23	Disposed	172404	Direct
2017-05-01	Common Stock	S	1900	$23.31	Disposed	170504	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-01	Option (right to buy)	$9.91	M	89910	Disposed	2017-12-05	Common Stock (89910.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14186	Indirect

Footnotes

F1: Includes 20,000 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units and 2,361 shares of common stock acquired on April 28, 2017, pursuant to the Exelixis, Inc. 2000 Employee Stock Purchase Plan.

F2: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 2, 2017.

F3: Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $22.23 to $23.21. 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 $23.24 to $23.37. 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 14,186 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 1, 2017.

F6: The option, representing the right to purchase a total of 200,000 shares of Exelixis, Inc. common stock, became fully exercisable on December 6, 2011.