EXELIXIS, INC. — Director's Dealing 2019

Jun 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2019-06-17

Reporting Person: Lamb Peter (EVP, Scientific Strategy & CSO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-17	Common Stock	M	95404	$5.56	Acquired	212601	Direct
2019-06-17	Common Stock	M	4596	$1.70	Acquired	217197	Direct
2019-06-17	Common Stock	S	100000	$20.49	Disposed	117197	Direct
2019-06-18	Common Stock	M	75404	$1.70	Acquired	192601	Direct
2019-06-18	Common Stock	M	24596	$5.51	Acquired	217197	Direct
2019-06-18	Common Stock	S	100000	$20.67	Disposed	117197	Direct
2019-06-19	Common Stock	M	17404	$5.51	Acquired	134601	Direct
2019-06-17	Common Stock	S	17404	$20.76	Disposed	117197	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-17	Option (right to buy)	$5.56	M	95404	Acquired	2019-09-20	Common Stock (95404.0)	Direct
2019-06-17	Option (right to buy)	$1.7	M	4596	Acquired	2021-09-18	Common Stock (4596.0)	Direct
2019-06-18	Option (right to buy)	$1.7	M	75404	Acquired	2021-09-18	Common Stock (75404.0)	Direct
2019-06-18	Option (right to buy)	$5.51	M	24596	Acquired	2020-09-17	Common Stock (24596.0)	Direct
2019-06-19	Option (right to buy)	$5.51	M	17404	Acquired	2020-09-17	Common Stock (17404.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17105	Indirect

Footnotes

F1: Includes 49,374 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 May 13, 2019.

F3: Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $20.29 to $20.69. 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 $20.42 to $20.87. 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 $20.59 to $20.91. 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: Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of June 17, 2019.

F7: The option, representing the right to purchase a total of 123,000 shares of Exelixis, Inc. common stock, became fully exercisable on September 21, 2016.

F8: The option, representing the right to purchase a total of 400,000 shares of Exelixis, Inc. common stock, became fully exercisable on April 28, 2016.

F9: On September 18, 2013, the Reporting Person was granted a performance-based stock option to purchase 84,000 shares of common stock under the Exelixis, Inc. 2011 Equity Incentive Plan. Vesting of the option is tied to performance goals set by the Compensation Committee ("Committee") as follows: (i) 50% of the option will vest if the Committee determines that top-line efficacy data received from the METEOR Phase 3 clinical trial of cabozantinib in metastatic renal cell carcinoma met its primary endpoint at a specified level, which the Committee determined had been achieved on July 20, 2015, resulting in the vesting of 50% of the option; and (ii) 50% of the option will vest if the Committee confirms the approval of cabozantinib by the U.S. Food and Drug Administration or European Medicines Agency for the treatment of metastatic castration-resistant prostate cancer, which the Committee determined could not be achieved on December 10, 2014, resulting in the forfeiture of 50% of the option.