DAVID EDWARD JOHNSON - 31 May 2023 Form 4 Insider Report for EXELIXIS, INC. (EXEL)

Role
Director
Signature
/s/ David Edward Johnson
Issuer symbol
EXEL
Transactions as of
31 May 2023
Net transactions value
$0
Form type
4
Filing time
02 Jun 2023, 17:06:43 UTC
Previous filing
22 Jun 2022
Next filing
21 Jun 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EXEL Common Stock Award $0 +18,176 $0.000000 18,176 31 May 2023 Direct F1, F2, F3
holding EXEL Common Stock 910,730 31 May 2023 See footnote F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EXEL Option (right to buy) Award $0 +36,353 $0.000000 36,353 31 May 2023 Common Stock 36,353 $19.28 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Exelixis, Inc. (the "Issuer") common stock ("Common Stock") issued to David Johnson ("Mr. Johnson") upon vesting of restricted stock units. Each restricted stock unit is the economic equivalent of one share of Common Stock.
F2 The restricted stock units were granted to Mr. Johnson on the Transaction Date pursuant to the Exelixis, Inc. 2017 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 each of the first four anniversaries of the Transaction Date, subject to the Mr. Johnson's continuous service through such dates.
F3 Mr. Johnson is deemed to hold the securities reported herein for the benefit of Caligan Partners Master Fund LP (the "Caligan Fund") and managed accounts to which Caligan Partners LP ("Caligan") serves as investment manager (the "Caligan Accounts"), and may, after vesting, if applicable, transfer the securities directly to the Caligan Fund and the Caligan Accounts.
F4 Reflects securities held by the Caligan Fund and the Caligan Accounts. Mr. Johnson is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan.
F5 Option granted pursuant to the Exelixis, Inc. 2017 Equity Incentive Plan. The option is exercisable immediately, subject to repurchase provisions, and will vest as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the Transaction 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, subject to Mr. Johnson's continuous service through such dates.

Remarks:

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Caligan may be deemed to be a director by deputization of the Issuer by virtue of the fact that Mr. Johnson currently serves on the Issuer's board of directors.