EXELIXIS, INC. — Director's Dealing 2020

May 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2020-05-21

Reporting Person: MARCHESI VINCENT T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-21	Common Stock	A	7728	—	Acquired	90212	Direct
2020-05-21	Common Stock	M	40000	$5.82	Acquired	130212	Direct
2020-05-21	Common Stock	S	40000	$24.64	Disposed	90212	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-21	Option (right to buy)	$24.62	A	15456	Acquired	2027-05-20	Common Stock (15456.0)	Direct
2020-05-21	Option (right to buy)	$5.82	M	40000	Disposed	2020-12-05	Common Stock (40000.0)	Direct

Footnotes

F1: Represents shares of Exelixis, Inc. common stock that will be 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: The restricted stock units were granted to the Reporting Person on the Transaction Date pursuant to the Exelixis, Inc. 2017 Equity Incentive Plan. The restricted stock units will vest as to 100% of the shares subject to the restricted stock unit award on May 21, 2021, subject to the Reporting Person's continuous service through that date.

F3: Includes 18,045 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

F4: Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $24.56 to $25.02. 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 4 to this Form 4.

F5: Option granted pursuant to the Exelixis, Inc. 2017 Equity Incentive Plan. The option is exercisable immediately, subject to repurchase provisions, and will vest as to 100% of the shares subject to the option on the first anniversary of the date of grant, subject to the Reporting Person's continuous service through such date.

F6: The option, representing the right to purchase a total of 80,004 shares of Exelixis, Inc. common stock, became fully exercisable on December 6, 2013.