EXELIXIS, INC. — Director's Dealing 2023

Jun 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2023-05-31

Reporting Person: JOHNSON DAVID EDWARD (Director)
Reporting Person: Caligan Partners LP (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-31	Common Stock	A	18176	—	Acquired	18176	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-31	Option (right to buy)	$19.28	A	36353	Acquired	2030-05-30	Common Stock (36353)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	910730	Indirect

Footnotes

F1: Represents shares of Exelixis, Inc. (the "Issuer") common stock ("Common Stock") issued to David Johnson ("Mr. Johnson") upon vesting of restricted stock units. Each restricted stock unit is the economic equivalent of one share of Common Stock.

F2: The restricted stock units were granted to Mr. Johnson on the Transaction Date pursuant to the Exelixis, Inc. 2017 Equity Incentive Plan. The restricted stock units will vest as to 1/4th of the original number of shares subject to the restricted stock unit award on each of the first four anniversaries of the Transaction Date, subject to the Mr. Johnson's continuous service through such dates.

F3: Mr. Johnson is deemed to hold the securities reported herein for the benefit of Caligan Partners Master Fund LP (the "Caligan Fund") and managed accounts to which Caligan Partners LP ("Caligan") serves as investment manager (the "Caligan Accounts"), and may, after vesting, if applicable, transfer the securities directly to the Caligan Fund and the Caligan Accounts.

F4: Reflects securities held by the Caligan Fund and the Caligan Accounts. Mr. Johnson is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan.

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 1/4th of the original number of shares subject to the option on the one-year anniversary of the Transaction Date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the Transaction Date, subject to Mr. Johnson's continuous service through such dates.