EXELIXIS, INC. — Director's Dealing 2021

Feb 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2021-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-20	Common Stock	G	187239	—	Disposed	386641	Direct
2020-11-20	Common Stock	G	187239	—	Acquired	1118874	Indirect
2020-12-28	Common Stock	G	126565	—	Disposed	992309	Indirect
2021-02-03	Common Stock	A	23238	—	Acquired	409879	Direct
2020-02-03	Common Stock	A	224287	—	Acquired	634166	Direct
2021-02-03	Common Stock	F	65190	$22.56	Disposed	568976	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17728	Indirect

Footnotes

F1: On November 20, 2020, the reporting person gifted 187,239 shares of Exelixis, Inc. common stock to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

F2: Includes 386,641 shares of Exelixis, Inc. 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 shares of Exelixis, Inc. common stock that the Reporting Person donated as a gift to a charitable lead annuity trust.

F5: 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.

F6: On September 10, 2018, the Reporting Person was granted a performance-based restricted stock unit ("PSU") award under the Exelixis, Inc. 2017 Equity Incentive Plan covering 23,238 shares of common stock (such award, the "2018 Award"). The 2018 Award generally vests as follows: (i) 50% of the original number of shares subject to the 2018 Award vest upon certification by the Compensation Committee (the "Committee") that Exelixis has achieved certain performance criteria related to clinical trial enrollment or positive top-line results (the "2018 Goal"); and (ii) 50% of the original number of shares subject to the 2018 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.

F7: On February 3, 2021, the Committee convened to determine that the 2018 Goal had been achieved, resulting in the immediate vesting of 50% of the 2018 Award, and the remaining 50% will vest on February 15, 2022, subject to the Reporting Person's continuous service through that date.

F8: Includes 398,260 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

F9: On September 20, 2019, the Reporting Person was granted a PSU award the under 2017 Equity Incentive Plan covering 448,574 shares of common stock (such award, the "2019 Award," and such shares, the "Target Shares"). The 2019 Award generally vests as follows: (i) 50% of the Target Shares vest upon the Committee's certification of achievement certain performance criteria as certified by 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 2019 Award 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 2019 Award.

F10: On February 3, 2021, the Committee determined the maximum performance criteria had been achieved, resulting in the Reporting Person's eligibility to vest up to 200% of the Target Shares subject to the 2019 Award. Accordingly, the Committee's certification resulted in the immediate vesting of 25% of the Target Shares, and the remaining 25% of the Target Shares will vest on February 15, 2022, subject to the Reporting Person's continuous service through that date.

F11: Includes 510,404 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of the restricted stock units.

F12: Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of certain restricted stock units earned on February 3, 2021.

F13: Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of February 3, 2021.