Sec Form 4 Filing - MORRISSEY MICHAEL @ EXELIXIS, INC. - 2021-12-15

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)
12/15/2021
(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 11/29/2021 G( 1 ) V 196,524 D $ 0 170,764( 2 ) D
Common Stock 11/29/2021 G( 1 ) V 196,524 A $ 0 1,235,313 I By Trust( 3 )
Common Stock( 4 ) 12/15/2021( 5 ) A 46,478( 6 ) A $ 0 217,242( 7 ) D
Common Stock 12/15/2021 F 12,236( 8 ) D $ 17 205,006 D
Common Stock 17,728( 9 ) 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
MORRISSEY MICHAEL
C/O EXELIXIS, INC.
1851 HARBOR BAY PARKWAY
ALAMEDA, CA94502
X President and CEO
Signatures
/s/ Jennifer Drimmer Rokovich, Attorney in Fact 12/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 29, 2021, the Reporting Person gifted 196,524 shares of Exelixis, Inc. common stock to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.
( 2 )Includes 170,764 shares of Exelixis, Inc. 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 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.
( 5 )On September 10, 2018, the Reporting Person was granted a performance-based restricted stock unit ("PSU") award under the Exelixis, Inc. 2017 Equity Incentive Plan covering 46,478 shares of common stock. The PSU award generally vests as follows: (i) 50% of the original number of shares subject to the award vest upon certification by the Compensation Committee (the "Committee") that Exelixis, Inc. has achieved certain performance criteria related to the submission of Investigational New Drug applications with the U.S. Food and Drug Administration, or equivalent applications or filings with a foreign governmental authority, with respect to product candidates discovered, in-licensed or acquired by Exelixis, Inc. (the "2018 PSU Goal"); 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.
( 6 )On December 15, 2021, the Committee convened to determine that the 2018 PSU Goal had been achieved, resulting in the immediate vesting of 50% of the PSU award, and the remaining 50% will vest on February 15, 2023, subject to the Reporting Person's continuous service through that date.
( 7 )Includes 194,003 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
( 8 )Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of certain restricted stock units earned on December 15, 2021.
( 9 )Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of December 15, 2021.

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