Sec Form 4 Filing - JOHNSON DAVID EDWARD @ EXELIXIS, INC. - 2023-05-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JOHNSON DAVID EDWARD 2. Issuer Name and Ticker or Trading Symbol EXELIXIS, INC. [ EXEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 515 MADISON AVENUE, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2023 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 05/31/2023( 2 ) A 18,176 A $ 0 18,176 D ( 3 ) Common Stock 910,730 I See footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (right to buy) $ 19.28 05/31/2023 A 36,353 05/31/2023( 5 ) 05/30/2030 Common Stock 36,353 $ 0 36,353 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JOHNSON DAVID EDWARD 515 MADISON AVENUE 8TH FLOOR NEW YORK, NY10022 X Caligan Partners LP 515 MADISON AVENUE 8TH FLOOR NEW YORK, NY10022 X See Remarks Signatures /s/ David Edward Johnson 06/02/2023 Signature of Reporting Person Date Caligan Partners LP, By: /s/ David Johnson, Managing Partner 06/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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.

Remarks: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Caligan may be deemed to be a director by deputization of the Issuer by virtue of the fact that Mr. Johnson currently serves on the Issuer's board of directors.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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