Michael Morrissey - Aug 3, 2022 Form 4 Insider Report for EXELIXIS, INC. (EXEL)

Signature
/s/ Nina Ayer, Attorney in Fact
Stock symbol
EXEL
Transactions as of
Aug 3, 2022
Transactions value $
-$500,803
Form type
4
Date filed
8/5/2022, 09:50 PM
Previous filing
May 25, 2022
Next filing
Nov 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EXEL Common Stock Award $0 +94K +23.54% $0.00 493K Aug 3, 2022 Direct F1, F2, F3, F4
transaction EXEL Common Stock Tax liability -$501K -23.3K -4.72% $21.49 470K Aug 3, 2022 Direct F5
holding EXEL Common Stock 1.2M Aug 3, 2022 By Trust F6
holding EXEL Common Stock 17.7K Aug 3, 2022 By 401(k) F7
* 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 that will be 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 On August 3, 2022, the Committee determined that certain performance criteria had been achieved, 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 August 15, 2023, 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 387,656 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 August 3, 2022.
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 August 3, 2022.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney