EXELIXIS, INC. — Director's Dealing 2019

Dec 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2019-12-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-04	Common Stock	A	37181	—	Acquired	223902	Direct
2019-12-04	Common Stock	F	9788	$17.67	Disposed	214114	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	193998	Indirect
Common Stock	17728	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: On September 10, 2018, the Reporting Person was granted a performance-based restricted stock unit ("PSU") award of 37,181 shares of common stock under the Exelixis, Inc. 2017 Equity Incentive Plan. Vesting of the PSU award is tied to performance goals set by the Compensation Committee (the "Committee") as follows: (i) 50% of the original number of shares subject to the award will vest upon the Committee's certification that Exelixis, Inc. has achieved a net product revenue target over four consecutive fiscal quarters; and (ii) 50% of the original number of shares subject to the award will vest on the first quarterly PSU vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Committee's certification.

F3: On December 4, 2019, the Committee convened to determine that the net product revenue target over four consecutive fiscal quarters had been achieved during the three months ended September 27, 2019, resulting in the immediate vesting of 50% of the PSU award, and the remaining 50% will vest on February 15, 2021, subject to the Reporting Person's continuous service through that date.

F4: Includes 85,985 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

F5: Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of certain restricted stock units earned on December 4, 2019.

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 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of December 3, 2019.