EXELIXIS, INC. — Director's Dealing 2020

Oct 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2020-10-22

Reporting Person: Senner Christopher J. (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-22	Common Stock	A	178231	—	Acquired	306113	Direct
2020-10-22	Common Stock	F	46920	$21.79	Disposed	259193	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2723	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 20, 2019, the Reporting Person was granted a performance-based restricted stock unit award ("PSU") under the Exelixis, Inc. 2017 Equity Incentive Plan covering 118,821 shares of common stock (such shares, the "Target Shares"). The PSU generally vests as follows: (i) 50% of the Target Shares vest upon the Committee's certification of achievement certain performance criteria as certified by the Compensation Committee (the "Committee"); and (ii) 50% of the Target Shares 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. In addition, the PSU provides for vesting of up to a maximum of 200% of the Target Shares depending on the timing and level of achievement of the performance criteria provided for under the PSU.

F3: On October 22, 2020, the Committee determined that certain performance criteria had been achieved, resulting in the Reporting Person's eligibility to vest up to 150% of the Target Shares subject to the PSU. Accordingly, the Committee's certification resulted in the immediate vesting of 75% of the Target Shares, and 75% of the Target Shares will vest on November 15, 2021, subject to the Reporting Person's continuous service through that date. The Reporting Person remains eligible for additional vesting depending the level and timing of achievement of the performance criteria through December 31, 2021.

F4: Includes 143,233 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 October 22, 2020.

F6: Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of October 21, 2020.