EXELIXIS, INC. — Director's Dealing 2019

Oct 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2019-10-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-01	Common Stock	M	30000	$5.51	Acquired	354331	Direct
2019-10-01	Common Stock	S	30000	$17.87	Disposed	324331	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-01	Option (right to buy)	$5.51	M	30000	Disposed	2020-09-17	Common Stock (30000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14880	Indirect

Footnotes

F1: Includes 71,448 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 9, 2019.

F3: Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $17.63 to $18.02. 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 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of October 1, 2019.

F5: The option, representing the right to purchase a total of 160,000 shares of Exelixis, Inc. common stock, became exercisable as to 50% of such stock option on July 20, 2015 upon the satisfaction of one of the two performance goals set by the Compensation Committee. On December 10, 2014, the Compensation Committee determined that the second performance goal for the option had not, and would not, be achieved, resulting in the Reporting Person forfeiting the remaining 50% of such stock option.