Form 4 for EXEL EXELIXIS, INC.

Accepted 2023-09-08 00:00:00 ET · period of report 2023-09-06 · accession 0000939767-23-000107 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
	2023-09-08	2023-09-06	EXEL	MORRISSEY MICHAEL	Pres, CEO, Dir	F - Tax	$22.27	-46.6K	726.9K	-6%	-$1.04M
	2023-09-08	2023-09-06	EXEL	MORRISSEY MICHAEL	Pres, CEO, Dir	A - Grant	$0.00	+188.0K	773.5K	+32%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2023-09-06	F	D	46,608	$22.27	726,893	D	—	—	(F4) Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of certain restricted stock units earned on September 6, 2023. (F3) Includes 610,000 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
2	Common	Common Stock	2023-09-06	A	A	188,005	$0.00	773,501	D	—	—	(F1) On September 11, 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 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 September 6, 2023, the Committee determined that certain performance criteria had been achieved, resulting in the Reporting Person's eligibility to vest up to 150% of the Target Shares subject to the PSU (such shares, the "Achieved Shares"). The Reporting Person had already vested 1/3 of the Achieved Shares as a result of the Committee's certification that certain performance criteria had been achieved on August 3, 2022 and continuous service through August 15, 2023. Accordingly, the Committee's certification on September 6, 2023 resulted in the immediate vesting of 1/3 of the Achieved Shares, and 1/3 of the Achieved Shares will vest on November 15, 2024, subject to the Reporting Person's continuous service through that date. The Reporting Person remains eligible for additional vesting depending on the level and timing of achievement of the performance criteria through December 31, 2024. (F3) Includes 610,000 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.