EXELIXIS, INC. — Director's Dealing 2020

Sep 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2020-09-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-02	Common Stock	A	9745	—	Acquired	130448	Direct
2020-09-02	Common Stock	F	2566	$21.58	Disposed	127882	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 10, 2018, the Reporting Person was granted a performance-based restricted stock unit ("PSU") award of 9,745 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 a target number of potentially label-enabling clinical trials evaluating cabozantinib (both alone or in combination with another therapy) have been initiated; 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 September 2, 2020, the Committee convened to determine that the target number of clinical trial initiations had been achieved, resulting in the immediate vesting of 50% of the PSU award, and the remaining 50% will vest on November 15, 2021, subject to the Reporting Person's continuous service through that date.

F4: Includes 54,117 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 September 2, 2020.

F6: Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of September 1, 2020