EXELIXIS, INC. — Director's Dealing 2020

Apr 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2020-04-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-09	Common Stock	G	17116	—	Disposed	85985	Direct
2020-04-20	Common Stock	M	240000	$5.51	Acquired	325985	Direct
2020-03-09	Common Stock	G	17116	—	Acquired	339243	Indirect
2020-04-20	Common Stock	F	152921	$23.58	Disposed	173064	Direct
2020-04-21	Common Stock	M	220000	$5.51	Acquired	393064	Direct
2020-04-21	Common Stock	F	139201	$24.56	Disposed	253863	Direct
2020-04-22	Common Stock	G	87079	—	Disposed	166784	Direct
2020-04-22	Common Stock	G	87079	—	Acquired	426322	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-20	Option (right to buy)	$5.51	M	240000	Disposed	2020-09-17	Common Stock (240000.0)	Direct
2020-04-21	Option (right to buy)	$5.51	M	220000	Disposed	2020-09-17	Common Stock (220000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17728	Indirect

Footnotes

F1: On March 9, 2020, the Reporting Person gifted 17,116 shares to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Trust dated July 21, 1994, as amended

F2: 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.

F3: Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

F4: Represents a "net exercise" of an outstanding stock option. The Reporting Person received 87,079 shares of Common Stock on the net exercise of a stock option to purchase 240,000 shares of Common Stock. The Issuer withheld 152,921 shares of Common Stock underlying the stock option for payment of the exercise price and tax withholding using a stock price on April 20, 2020 of $23.58.

F5: Represents a "net exercise" of an outstanding stock option. The Reporting Person received 80,799 shares of Common Stock on the net exercise of a stock option to purchase 220,000 shares of Common Stock. The Issuer withheld 139,201 shares of Common Stock underlying the stock option for payment of the exercise price and tax withholding using a stock price on April 21, 2020 of $24.56.

F6: On April 22, 2020, the Reporting Person gifted 87,079 shares to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Trust dated July 21, 1994, as amended

F7: Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of April 17, 2020.

F8: On September 18, 2013, the Reporting Person was granted a performance-based stock option to purchase 480,000 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.

F9: The option, representing the right to purchase a total of 720,000 shares of Common Stock, became fully exercisable on September 18, 2017.