Sec Form 4 Filing - Schwab Gisela @ EXELIXIS, INC. - 2019-09-12

Insider filing report for Changes in Beneficial Ownership
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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
Schwab Gisela
2. Issuer Name and Ticker or Trading Symbol
EXELIXIS, INC. [ EXEL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Pres, Prod Dev & Med Aff & CMO
(Last) (First) (Middle)
C/O EXELIXIS, INC., 1851 HARBOR BAY PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2019
(Street)
ALAMEDA, CA94502
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 ) 09/12/2019( 2 ) A 10,395 ( 3 ) A $ 0 326,908 ( 4 ) D
Common Stock 09/12/2019 F 2,577 ( 5 ) D $ 19.26 324,331 D
Common Stock 14,880 ( 6 ) I By 401(k)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schwab Gisela
C/O EXELIXIS, INC.
1851 HARBOR BAY PARKWAY
ALAMEDA, CA94502
Pres, Prod Dev & Med Aff & CMO
Signatures
/s/ Jennifer Drimmer Rokovich, Attorney in Fact 09/13/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )On September 10, 2018, the Reporting Person was granted a performance-based restricted stock unit ("PSU") award of 10,395 shares of common stock under the Exelixis, Inc. 2017 Equity Incentive Plan. Vesting of the PSU award is tied to performance goals set by the Compensation Committee (the "Committee") as follows: (i) 50% of the original number of shares subject to the award will vest upon the Compensation Committee's certification that Exelixis, Inc. has achieved a quarterly net product revenue target; and (ii) 50% of the original number of shares subject to the 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.
( 3 )On September 12, 2019, the Committee convened to determine that the quarterly net product revenue target had been achieved during the three months ended June 28, 2019, resulting in the immediate vesting of 50% of the PSU award, and the remaining 50% will vest on November 15, 2020, subject to the Reporting Person's continuous service through that date.
( 4 )Includes 71,448 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
( 5 )Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of certain restricted stock units earned on September 12, 2019.
( 6 )Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of September 11, 2019.

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* 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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