Sec Form 4 Filing - MORRISSEY MICHAEL @ EXELIXIS, INC. - 2020-05-15

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
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)
05/15/2020
(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 05/15/2020 M 100,000 A $ 6.21 185,985 ( 1 ) D
Common Stock 05/15/2020 F( 2 ) 64,065 D $ 25.76 121,920 D
Common Stock 853,639 I By Trust ( 3 )
Common Stock 17,728 ( 4 ) 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) $ 6.21 05/15/2020 M 100,000 09/16/2016( 5 ) 09/15/2022 Common Stock 100,000 $ 0 400,000 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 05/15/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Represents a "net exercise" of an outstanding stock option. The Reporting Person received 35,935 shares of Common Stock on the net exercise of a stock option to purchase 100,000 shares of Common Stock. The Issuer withheld 64,065 shares of Common Stock underlying the stock option for payment of the exercise price and tax withholding using a stock price on May 15, 2020 of $25.76.
( 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 shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 14, 2020.
( 5 )The option, representing the right to purchase a total of 500,000 shares of Common Stock, became fully exercisable on September 16, 2019.

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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