Form Type: 4

SEC EDGAR Link
Accession Number:0000939767-21-000091
Date:2021-10-22
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 2021-10-22 A 94,002 a $0.00 585,815 direct
COMMON STOCK 2021-10-22 F 24,747 d $21.33 561,068 direct
COMMON STOCK 2021-10-22 0 $0.00 1,038,789 indirect f6
COMMON STOCK 2021-10-22 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 october 22, 2020, the reporting person was granted a performance-based restricted stock unit award ("psu") under the exelixis, inc. 2017 equity incentive plan covering 188,005 shares of common stock (such shares, the "target shares"). the psu generally vests as follows: (i) 50% of the target shares vest upon the committee's certification of achievement of certain performance criteria as certified by the compensation committee (the "committee"); and (ii) 50% of the target shares 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. in addition, the psu provides for vesting of up to a maximum of 200% of the target shares depending on the timing and level of achievement of the performance criteria provided for under the psu.
f3 the committee determined that certain performance criteria had been achieved, effective october 22, 2021, resulting in the reporting person's eligibility to vest up to 50% of the target shares subject to the psu. accordingly, the committee's certification resulted in the immediate vesting of 25% of the target shares, and 25% of the target shares will vest on november 15, 2022, subject to the reporting person's continuous service through that date. the reporting person remains eligible for additional vesting depending the level and timing of achievement of the performance criteria through december 31, 2024.
f4 includes 538,814 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 october 22, 2021.
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 october 20, 2021.

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