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Ownership Document
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| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 1/29/20 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 939767 |
| Issuer Name: EXELIXIS, INC. |
| Issuer Trading Symbol: EXEL |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1202096 |
| | Owner Name: MORRISSEY MICHAEL |
| Reporting Owner Address: |
| | Owner Street 1: C/O EXELIXIS, INC. |
| | Owner Street 2: 1851 HARBOR BAY PARKWAY |
| | Owner City: ALAMEDA |
| | Owner State: CA |
| | Owner ZIP Code: 94502 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: President and CEO |
| | Other Text: |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 1/29/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 25,000 |
| | | Transaction Price Per Share: |
| Value: 5.51 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 110,985 |
| Footnote ID: F1 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 1/29/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 25,000 |
| | | Transaction Price Per Share: |
| Value: 17.87 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 85,985 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 322,127 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Footnote ID: F4 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 17,728 |
| Footnote ID: F5 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By 401(k) |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 5.51 |
| | Transaction Date: |
| | | Value: 1/29/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 25,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 9/18/14 |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 9/17/20 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 25,000.0 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 595,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Includes 85,985 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units. |
| Footnote - F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 26, 2019. |
| Footnote - F3: Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $17.77 to $18.07. 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. |
| Footnote - F4: Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended. |
| Footnote - F5: Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of January 28, 2020. |
| Footnote - F6: The option, representing the right to purchase a total of 720,000 shares of Exelixis, Inc. common stock, became fully exercisable on September 18, 2017. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Jennifer Drimmer Rokovich, Attorney in Fact |
| Signature Date: 1/31/20 |
