Statement of Changes in Beneficial Ownership (4)
July 22 2020 - 7:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MORRISSEY MICHAEL |
2. Issuer Name and Ticker or Trading Symbol
EXELIXIS, INC.
[
EXEL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO |
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(Last)
(First)
(Middle)
C/O EXELIXIS, INC., 1851 HARBOR BAY PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/20/2020 |
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(Street)
ALAMEDA, CA 94502
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 7/14/2020 | | G(1) |
V
| 35559 | D | $0 | 85985 (2) | D | |
| Common Stock | 7/14/2020 | | G(1) |
V
| 35559 | A | $0 | 995772 | I | By Trust (3) |
| Common Stock | 7/20/2020 | | M | | 100000 | A | $6.21 | 185985 | D | |
| Common Stock | 7/20/2020 | | F(4) | | 64137 | D | $25.60 | 121848 | D | |
| Common Stock | 7/22/2020 | | G(5) |
V
| 35863 | D | $0 | 85985 | D | |
| Common Stock | 7/22/2020 | | G(5) |
V
| 35863 | A | $0 | 1031635 | I | By Trust (3) |
| Common Stock | | | | | | | | 17728 (6) | I | By 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Option (right to buy) | $6.21 | 7/20/2020 | | M | | | 100000 | 9/16/2016 (7) | 9/15/2022 | Common Stock | 100000.0 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | On July 14, 2020, the Reporting Person gifted 35,559 shares of Exelixis, Inc. common stock ("Common Stock") to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Trust dated July 21, 1994, as amended. |
| (2) | Includes 85,985 shares of Exelixis, Inc. Common Stock that will be issued to the Reporting Person upon vesting of restricted stock units. |
| (3) | Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended. |
| (4) | Represents a "net exercise" of an outstanding stock option. The Reporting Person received 35,863 shares of Common Stock on the net exercise of a stock option to purchase 100,000 shares of Common Stock. The Issuer withheld 64,137 shares of Common Stock underlying the stock option for payment of the exercise price and tax withholding using a stock price on July 20, 2020 of $25.60. |
| (5) | On July 22, 2020, the Reporting Person gifted 35,863 shares of Common Stock to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Trust dated July 21, 1994, as amended. |
| (6) | Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of July 20, 2020. |
| (7) | The option, representing the right to purchase a total of 500,000 shares of Common Stock, became fully exercisable on September 16, 2019. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MORRISSEY MICHAEL
C/O EXELIXIS, INC.
1851 HARBOR BAY PARKWAY
ALAMEDA, CA 94502 | X |
| President and CEO |
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Signatures
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| /s/ Jennifer Drimmer Rokovich, Attorney in Fact | | 7/22/2020 |
| **Signature of Reporting Person | Date |
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