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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Senner Christopher J.
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)
EVP and CFO
(Last)          (First)          (Middle)

C/O EXELIXIS, INC., 210 EAST GRAND AVE.
3. Date of Earliest Transaction (MM/DD/YYYY)

7/15/2016
(Street)

SOUTH SAN FRANCISCO, CA 94080
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

9/26/2016 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/15/2016   (1)   F    46751   (2) D $8.44   105976   D    
Common Stock   (3) 9/22/2016   (4)   A    20000   A $0   125976   (5) D    
Common Stock                  1660   I   By 401(k)   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $14.74   9/22/2016     A      120000       9/22/2017   (7) 9/21/2023   (8) Common Stock   120000.0   $0   120000   D    

Explanation of Responses:
( 1)  The original Form 4 filed on September 26, 2016 is amended by this Form 4 amendment to reflect 46,751 shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of restricted stock units held by the Reporting Person that occurred on July 15, 2016. This transaction also reduces the amount of securities beneficially owned by the Reporting Person.
( 2)  Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of restricted stock units awarded on July 15, 2015.
( 3)  Represents shares of Exelixis, Inc. common stock that will be 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.
( 4)  The restricted stock units were granted to the Reporting Person on the Transaction Date pursuant to the Exelixis, Inc. 2014 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 November 15, 2017, and thereafter as to 1/4th of the original number of shares subject to the restricted stock unit award on each November 15th until fully-vested.
( 5)  Includes 20,000 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
( 6)  Represents 1,660 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of September 23, 2016.
( 7)  Option granted pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. Option granted will vest as to 1/4th of the original number of shares subject to the option on the one-year anniversary of theTransaction 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.
( 8)  The original Form 4 filed on September 26, 2016 is amended by this Form 4 amendment to correctly reflect the expiration date of the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Senner Christopher J.
C/O EXELIXIS, INC.
210 EAST GRAND AVE.
SOUTH SAN FRANCISCO, CA 94080


EVP and CFO

Signatures
/s/ Deborah Burke, Attorney in Fact 11/23/2016
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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