EXELIXIS, INC. — Director's Dealing 2020

May 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2020-05-06

Reporting Person: MORRISSEY MICHAEL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-06	Common Stock	M	285284	$1.70	Acquired	371269	Direct
2020-05-06	Common Stock	F	158971	$26.19	Disposed	212298	Direct
2020-05-08	Common Stock	G	126313	—	Disposed	85985	Direct
2020-05-08	Common Stock	G	126313	—	Acquired	853639	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-06	Option (right to buy)	$1.7	M	285284	Disposed	2021-09-18	Common Stock (285284.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17728	Indirect

Footnotes

F1: Includes 85,985 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of restricted stock units.

F2: Represents a "net exercise" of an outstanding stock option. The Reporting Person received 126,313 shares of Common Stock on the net exercise of a stock option to purchase 285,284 shares of Common Stock. The Issuer withheld 158,971 shares of Common Stock underlying the stock option for payment of the exercise price and tax withholding using a stock price on May 6, 2020 of $26.19.

F3: On May 8, 2020, the Reporting Person gifted 126,313 shares to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Trust dated July 21, 1994, as amended.

F4: Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

F5: Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 6, 2020.

F6: The option, representing the right to purchase a total of 1,125,000 shares of Common Stock, became fully exercisable on April 28, 2016.