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SEC FORM 3 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*
Haley Patrick J.
(Last) (First) (Middle)
210 EAST GRAND AVE.
(Street)
SOUTH SAN FRANCISCO CO 94080
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2016 		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)
Sr. Vice President, Commercial
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 109,693(1)(2) D
Common Stock 9,577 I By 401(k)(3)
Common Stock 23,539 I By spouse
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
Option (right to buy) 09/28/2012(4) 09/27/2018 Common Stock 3,000 5.5 D
Option (right to buy) 03/30/2013(5) 03/29/2019 Common Stock 2,700 5.18 D
Option (right to buy) 09/30/2014(6) 09/29/2020 Common Stock 7,800 5.82 D
Option (right to buy) 07/20/2015(7) 09/18/2021 Common Stock 85,000 1.7 D
Option (right to buy) 11/17/2015(8) 11/16/2021 Common Stock 50,000 1.76 D
Option (right to buy) 07/20/2015(9) 02/04/2022 Common Stock 85,000 1.9 D
Option (right to buy) 09/16/2016(10) 09/15/2022 Common Stock 60,000 6.21 D
Option (right to buy) 02/11/2017(11) 02/10/2023 Common Stock 25,000 4.2 D
Explanation of Responses:
1. Includes 27,553 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
2. Includes 25,499 shares of common stock acquired pursuant to the Exelixis, Inc. 2000 Employee Stock Purchase Plan.
3. Represents 9,577 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of December 19, 2016.
4. Option granted to reporting person on September 28, 2011, pursuant to the Exelixis, Inc. 2011 Equity Incentive Plan. The option is fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
5. Option granted to reporting person on March 30, 2012, pursuant to the Exelixis, Inc. 2011 Equity Incentive Plan. The option is fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
6. Option granted to reporting person on September 30, 2013, pursuant to the Exelixis, Inc. 2011 Equity Incentive Plan. 6,175 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
7. Option granted to reporting person on September 19, 2014, pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. The option is fully vested and exercisable as of the date of this filing. The option vested as to 50% on July 20, 2015, 25% on March 7, 2016 and 25% on April 28, 2016, upon the achievement of certain performance goals.
8. Option granted to reporting person on November 17, 2014, pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. 26,041 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
9. Option granted to reporting person on February 5, 2015, pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. The option is fully vested and exercisable as of the date of this filing. The option vested as to 50% on July 20, 2015, 25% on March 7, 2016 and 25% on April 28, 2016, upon the achievement of certain performance goals.
10. Option granted to reporting person on September 16, 2015, pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. 18,750 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
11. Option granted to reporting person on February 11, 2016, pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. The option will vest as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date until fully-vested.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
/s/ Jeffrey J. Hessekiel, Attorney in Fact 12/21/2016
** 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.
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.
  POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and appoints Michael M. Morrissey, Christopher J. Senner and Jeffrey J. Hessekiel 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 19th day of December.


Patrick J. Haley
Print Name
/s/ Patrick J. Haley
            Signature