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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O ADVENT INTERNATIONAL |
| 75 STATE STREET, 29TH FLOOR |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EXELIXIS INC
[ EXEL ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
04/23/2005
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Option (right to buy) |
$7.13
|
04/23/2005 |
04/23/2005 |
A |
|
10,000 |
|
04/23/2005
|
04/22/2015 |
Common Stock |
10,000 |
$7.13
|
10,000 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Janet L. Hennessy, attorney-in-fact |
04/25/2005 |
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** 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. |
POWER OF ATTORNEY
Know all by these presents that the undersigned
hereby constitutes and appoints Janet L. Hennessy, his true
attorney-in-fact to:
(1) execute for and on behalf of the
undersigned, Forms 4, and 5; related to Exelixis, Inc. in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete the
execution of any such Forms 4, and 5 and the timely filing of such forms
with the United States Securities and Exchange Commission and any other
authority; and
(3) take any other action of any type whatsoever 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 any document filed
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 his/her
discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary and 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 his/her substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with any section of either the
Securities Act of 1933 or the Securities Exchange Act of 1934.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this
25th day of February 2004.
/s/ Charles
Cohen
Charles M. Cohen
