Sec Form 4 Filing - MORRISSEY MICHAEL @ EXELIXIS, INC. - 2020-04-20

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 MORRISSEY MICHAEL 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O EXELIXIS, INC., 1851 HARBOR BAY PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 04/20/2020 (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 03/09/2020 G( 1 ) V 17,116 D $ 0 85,985 D Common Stock 04/20/2020 M 240,000 A $ 5.51 325,985 ( 2 ) D Common Stock 03/09/2020 G( 1 ) V 17,116 A $ 0 339,243 I By Trust ( 3 ) Common Stock 04/20/2020 F( 4 ) 152,921 D $ 23.58 173,064 D Common Stock 04/21/2020 M 220,000 A $ 5.51 393,064 D Common Stock 04/21/2020 F( 5 ) 139,201 D $ 24.56 253,863 D Common Stock 04/22/2020 G( 6 ) V 87,079 D $ 0 166,784 D Common Stock 04/22/2020 G( 6 ) V 87,079 A $ 0 426,322 I By Trust Common Stock 17,728 ( 7 ) 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 Option (right to buy) $ 5.51 04/20/2020 M 240,000 07/20/2015( 8 ) 09/17/2020 Common Stock 240,000 $ 0 0 D Option (right to buy) $ 5.51 04/21/2020 M 220,000 09/18/2014( 9 ) 09/17/2020 Common Stock 220,000 $ 0 250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MORRISSEY MICHAEL C/O EXELIXIS, INC. 1851 HARBOR BAY PARKWAY ALAMEDA, CA94502 X President and CEO Signatures /s/ Jennifer Drimmer Rokovich, Attorney in Fact 04/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 ( 2 )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. ( 3 )Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended. ( 4 )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. ( 5 )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. ( 6 )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 ( 7 )Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of April 17, 2020. ( 8 )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. ( 9 )The option, representing the right to purchase a total of 720,000 shares of Common Stock, became fully exercisable on September 18, 2017.

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