Michael Morrissey - Jan 11, 2024 Form 4 Insider Report for EXELIXIS, INC. (EXEL)

Signature
/s/ Nina Ayer, Attorney in Fact
Stock symbol
EXEL
Transactions as of
Jan 11, 2024
Transactions value $
-$1,456,571
Form type
4
Date filed
1/16/2024, 08:50 PM
Previous filing
Nov 20, 2023
Next filing
Feb 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EXEL Common Stock Award $0 +250K +41.04% $0.00 860K Jan 11, 2024 Direct F1, F2, F3
transaction EXEL Common Stock Tax liability -$1.46M -63.7K -7.41% $22.86 797K Jan 11, 2024 Direct F3, F4
holding EXEL Common Stock 1.44M Jan 11, 2024 By Trust F5
holding EXEL Common Stock 17.7K Jan 11, 2024 By 401(k) F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 4, 2021, the Reporting Person was granted a performance-based restricted stock unit award ("PSU") under the Exelixis, Inc. 2017 Equity Incentive Plan covering 200,300 shares of common stock (such shares, the "Target Shares"). The PSU generally vests as follows: (i) 50% of the eligible Target Shares vest upon the Compensation Committee's (the "Committee") certification of achievement of certain performance criteria; and (ii) 50% of the eligible 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.
F2 On January 11, 2024, the Committee determined that certain performance criteria had been achieved, resulting in the Reporting Person's eligibility to vest up to 125% of the Target Shares subject to the PSU (such shares, the "Achieved Shares"). Accordingly, the Committee's certification on January 11, 2024 resulted in the immediate vesting of 50% of the Achieved Shares, and 50% of the Achieved Shares will vest on February 15, 2025, subject to the Reporting Person's continuous service through that date.
F3 Includes 735,187 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
F4 Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of certain restricted stock units earned on January 11, 2024.
F5 Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.
F6 Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of January 10, 2024.