Peter Lamb - Dec 15, 2021 Form 4 Insider Report for EXELIXIS, INC. (EXEL)

Signature
/s/ Jennifer Drimmer Rokovich, Attorney in Fact
Stock symbol
EXEL
Transactions as of
Dec 15, 2021
Transactions value $
-$612,407
Form type
4
Date filed
12/17/2021, 07:35 PM
Previous filing
Nov 17, 2021
Next filing
Feb 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EXEL Common Stock Award $0 +18.7K +5.37% $0.00 368K Dec 15, 2021 Direct F1, F2, F3, F4
transaction EXEL Common Stock Tax liability -$79K -4.65K -1.26% $17.00 363K Dec 15, 2021 Direct F5
transaction EXEL Common Stock Options Exercise $295K +47.5K +13.08% $6.21 411K Dec 15, 2021 Direct
transaction EXEL Common Stock Sale -$828K -47.5K -11.57% $17.44 363K Dec 15, 2021 Direct F6, F7
holding EXEL Common Stock 17.1K Dec 15, 2021 By 401(k) F8

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) Options Exercise $0 -47.5K -100% $0.00* 0 Dec 15, 2021 Common Stock 47.5K $6.21 Direct F9
* 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. 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 under the Exelixis, Inc. 2017 Equity Incentive Plan covering 18,741 shares of common stock. The PSU award generally vests as follows: (i) 50% of the original number of shares subject to the award vest upon certification by the Compensation Committee (the "Committee") that Exelixis, Inc. has achieved certain performance criteria related to the submission of Investigational New Drug applications with the U.S. Food and Drug Administration, or equivalent applications or filings with a foreign governmental authority, with respect to product candidates discovered, in-licensed or acquired by Exelixis, Inc. (the "2018 PSU Goal"); 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 December 15, 2021, the Committee convened to determine that the 2018 PSU Goal had been achieved, resulting in the immediate vesting of 50% of the PSU award, and the remaining 50% will vest on February 15, 2023, subject to the Reporting Person's continuous service through that date.
F4 Includes 113,573 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 December 15, 2021.
F6 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 18, 2021.
F7 Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $16.95 to $17.86. 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 7 to this Form 4.
F8 Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of December 15, 2021.
F9 The option, representing the right to purchase a total of 190,000 shares of Exelixis, Inc. common stock, became fully exercisable on September 16, 2019.