SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
BURKE DEBORAH

(Last) (First) (Middle)
C/O EXELIXIS, INC.
210 E. GRAND AVE.

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2014
3. Issuer Name and Ticker or Trading Symbol
EXELIXIS, INC. [ EXEL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP & Interim CFO
5. If Amendment, Date of Original Filed (Month/Day/Year)
06/06/2014
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 14,136(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This Amendment is being filed solely for the purpose of attaching the Power of Attorney, and does not revise the disclosure of holdings set forth in Tables I and II of the original filing.
/s/ James B. Bucher, Attorney in Fact 06/12/2014
** 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 5 (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.
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       POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and
appoints Michael M. Morrissey, Deborah Burke, Jeffrey J. Hessekiel and James B.
Bucher of Exelixis, Inc., a Delaware corporation (the "Company"), or any one of them
acting singly, and with full power of substitution, the undersigned's true and lawful
attorney-in-fact to: (i) complete and execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director of the Company, Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Act of 1934 (the "Exchange Act") and
the rules and regulations of the Securities and Exchange Commission (the "SEC")
thereunder; (ii) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer or director of the Company, any Schedule 13D or 13G in
accordance with Section 13(c) of the Exchange Act and the rules and regulations of the
SEC thereunder; (iii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G, complete and execute any amendment or
amendments thereto, and timely file or cause to be filed with the SEC and any securities
exchange or similar authority such form, schedule, amendment or amendments thereto;
and (iv) take any other action in connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed by such attorney-in-
fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Exchange Act.

       This Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect
to the undersigned's holdings of, and transactions in, securities issued by the Company,
unless otherwise earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. By signing this Power of Attorney the undersigned revokes
as of the date hereof all powers of attorney previously executed by the undersigned for
the same purposes as this Power of Attorney.

       In Witness Whereof, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of June 2014.

            						/s/ Deborah Burke