SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
SCANGOS GEORGE A

(Last) (First) (Middle)
C/O EXELIXIS, INC.
1851 HARBOR BAY PARKWAY

(Street)
ALAMEDA CA 94502

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXELIXIS, INC. [ EXEL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
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 08/10/2018 M 75,000 A $5.04 1,553,648 D
Common Stock 08/10/2018 M 33,333 A $4.42 1,586,981 D
Common Stock 8,963(1) I By Trust (JS)
Common Stock 8,963(2) I By Trust (KS)
Common Stock 5,669(3) I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) $5.04 08/10/2018 M 75,000 12/16/2009(4) 12/15/2018 Common Stock 75,000 $0 0 D
Option (right to buy) $4.42 08/10/2018 M 33,333 02/26/2010(5) 02/25/2019 Common Stock 33,333 $0 0 D
Explanation of Responses:
1. Shares held by George A. Scangos and Leslie S. Wilson, as Trustees of the Jennifer Scangos Trust.
2. Shares held by George A. Scangos and Leslie S. Wilson, as Trustees of the Katherine Scangos Trust.
3. Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Pan, pursuant to a plan statement dated as of August 9, 2018.
4. The option, representing the right to purchase a total of 200,000 shares of Exelixis, Inc. common stock, became exercisable as to 50,000 shares on December 16, 2009, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the original grant date (December 16, 2008). The option ceased vesting on July 15, 2010, in connection with the Reporting Person's resignation as President and Chief Executive Officer of Exelixis, Inc., at which time the option was exercisable as to as to 75,000 shares of Exelixis, Inc. common stock.
5. The option, representing the right to purchase a total of 100,000 shares of Exelixis, Inc. common stock, became exercisable as to 25,000 shares on February 26, 2010, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the original grant date (February 26, 2009). The option ceased vesting on July 15, 2010, in connection with the Reporting Person's resignation as President and Chief Executive Officer of Exelixis, Inc., at which time the option was exercisable as to as to 33,333 shares of Exelixis, Inc. common stock.
Remarks:
/s/ Jennifer Drimmer Rokovich, Attorney in Fact 08/10/2018
** 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).
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