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 *

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., 210 E. GRAND AVE.
3. Date of Earliest Transaction (MM/DD/YYYY)

5/3/2017
(Street)

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

 
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   5/3/2017     M    69427   A $1.90   129427   (1) D    
Common Stock   5/3/2017     S    69427   D $22.72   (2) 60000   D    
Common Stock   5/3/2017     M    30573   A $1.90   90573   D    
Common Stock   5/3/2017     S    30573   D $22.55   60000   D    
Common Stock   5/4/2017     M    59149   A $1.90   119149   D    
Common Stock   5/4/2017     S    59149   D $22.17   (3) 60000   D    
Common Stock   5/5/2017     M    89555   A $1.90   149555   D    
Common Stock   5/5/2017     S    89555   D $21.87   (4) 60000   D    
Common Stock   5/5/2017     M    10445   A $1.90   70445   D    
Common Stock   5/5/2017     S    10445   D $21.65   (5) 60000   D    
Common Stock                  172698   I   By Trust   (6)
Common Stock                  16970   I   By 401(k)   (7)

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)   $1.9   5/3/2017     M         69427    7/20/2015   (8) 2/4/2022   Common Stock   69427.0   $0   380573   D    
Option (right to buy)   $1.9   5/3/2017     M         30573    7/20/2015   (8) 2/4/2022   Common Stock   30573.0   $0   350000   D    
Option (right to buy)   $1.9   5/4/2017     M         59149    7/20/2015   (8) 2/4/2022   Common Stock   59149.0   $0   290851   D    
Option (right to buy)   $1.9   5/5/2017     M         89555    7/20/2015   (8) 2/4/2022   Common Stock   89555.0   $0   201296   D    
Option (right to buy)   $1.9   5/5/2017     M         10445    7/20/2015   (8) 2/4/2022   Common Stock   10445.0   $0   190851   D    

Explanation of Responses:
(1)  Includes 60,000 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
(2)  Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $22.70 to $22.79. Reporting Person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 to this Form 4.
(3)  Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $22.15 to $22.20. Reporting Person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 to this Form 4.
(4)  Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $21.85 to $21.93. Reporting Person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 to this Form 4.
(5)  Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $21.65 to $21.66. Reporting Person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 5 to this Form 4.
(6)  Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.
(7)  Represents 16,970 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 2, 2017.
(8)  The option, representing the right to purchase a total of 450,000 shares of Exelixis, Inc. common stock, became exercisable as to fifty percent (50%) of the shares subject to the option on July 20, 2015, as to twenty-five (25%) of the shares subject to the option on March 7, 2016 and as to the remaining twenty-five (25%) of the shares subject to the option on April 28, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MORRISSEY MICHAEL
C/O EXELIXIS, INC.
210 E. GRAND AVE.
SOUTH SAN FRANCISCO, CA 94080
X
President and CEO

Signatures
/s/ Jeffrey J. Hessekiel, Attorney in Fact 5/5/2017
** 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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