EVP, Commercial Haley Patrick J. covered exercise/tax liability with 34,705 shares, exercised 116,383 shares at a strike of $18.80 and sold $6,488,503 worth of shares (136,383 units at $47.58), decreasing direct ownership by 11% to 446,459 units (SEC Form 4)
$EXEL
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EXELIXIS, INC. [ EXEL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/14/2025 | S(1) | 10,000 | D | $42.68 | 491,164(2) | D | |||
| Common Stock | 05/15/2025 | F | 34,705(3) | D | $44.65 | 456,459(2) | D | |||
| Common Stock | 05/15/2025 | S(1) | 10,000 | D | $46.95 | 446,459(2) | D | |||
| Common Stock | 05/15/2025 | M | 116,383 | A | $18.8 | 562,842(2) | D | |||
| Common Stock | 05/15/2025 | S | 116,383 | D | $48.05(4) | 446,459(2) | D | |||
| Common Stock | 23,539 | I | By spouse | |||||||
| Common Stock | 10,648(5) | I | By 401(k) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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) | $18.8 | 05/15/2025 | M | 116,383 | 09/10/2019(6) | 09/09/2025 | Common Stock | 116,383 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 19, 2024. |
| 2. Includes 374,029 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") and 753 shares of Common Stock acquired on April 30, 2025, pursuant to the Exelixis, Inc. 2000 Employee Stock Purchase Plan. Each RSU is the economic equivalent of one share of Common Stock and each PSU represents a contingent right to receive one share of Common Stock. |
| 3. Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of RSUs awarded on March 4, 2021, March 4, 2022, April 3, 2023, and February 23, 2024. |
| 4. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $48.05 to $48.16. 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 4 to this Form 4. |
| 5. Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 14, 2025. |
| 6. The option, representing the right to purchase a total of 116,383 shares of Common Stock, became fully exercisable on September 10, 2022. |
| Remarks: |
| /s/ Nina Ayer, Attorney in Fact | 05/16/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||