Form Type: 4

SEC EDGAR Link
Accession Number:0000939767-20-000122
Date:2020-09-02
Issuer: EXELIXIS, INC. (EXEL)
Original Submission Date:

Reporting Person:

MORRISSEY MICHAEL
C/O EXELIXIS, INC.
1851 HARBOR BAY PARKWAY ALAMEDA, CA 94502

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-09-02 A 23,238 a $0.00 109,223 direct
COMMON STOCK 2020-09-02 F 6,118 d $21.58 103,105 direct
COMMON STOCK 0 $0.00 1,031,635 indirect f6
COMMON STOCK 0 $0.00 17,728 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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.
f2 on september 10, 2018, the reporting person was granted a performance-based restricted stock unit ("psu") award of 23,238 shares of common stock under the exelixis, inc. 2017 equity incentive plan. vesting of the psu award is tied to performance goals set by the compensation committee (the "committee") as follows: (i) 50% of the original number of shares subject to the award will vest upon the committee's certification that a target number of potentially label-enabling clinical trials evaluating cabozantinib (both alone or in combination with another therapy) have been initiated; 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.
f3 on september 2, 2020, the committee convened to determine that the target number of clinical trial initiations had been achieved, resulting in the immediate vesting of 50% of the psu award, and the remaining 50% will vest on november 15, 2021, subject to the reporting person's continuous service through that date.
f4 includes 97,604 shares of exelixis, inc. common stock that will be issued to the reporting person upon vesting of restricted stock units.
f5 shares withheld by exelixis, inc. to satisfy taxes payable in connection with the vesting of certain restricted stock units earned on september 2, 2020.
f6 shares held by michael m. morrissey and meghan d. morrissey, trustees of the morrissey family living trust dated july 21, 1994, as amended.
f7 represents shares of exelixis, inc. common stock under the exelixis, inc. 401(k) plan, pursuant to a plan statement dated as of september 1, 2020.

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