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| 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*
(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) 10/30/2008 | ||||||||||||||||||||||||||
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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 | 10/30/2008 | P | 7,500 | A | $3.2 | 21,340(1) | D | |||
| Common Stock | 10/30/2008 | P | 2,500 | A | $3.25 | 23,840(1) | D | |||
| Common Stock | 10/31/2008 | P | 5,000 | A | $3.4 | 28,840(1) | D | |||
| Common Stock | 10/31/2008 | P | 2,500 | A | $3.3 | 31,340(1) | D | |||
| Common Stock | 457.9064 | I | By 401(k) Plan(2) | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. Includes 13,840 shares of common stock acquired pursuant to the Exelixis, Inc. 2000 Employee Stock Purchase Plan. |
| 2. Represents 457.9064 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of September 30, 2008. |
| Remarks: |
| /s/ James B. Bucher, Attorney in Fact | 10/31/2008 | |
| ** 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 George
A. Scangos, Pamela A. Simonton 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 17th day of
February, 2008.
/s/ Frank
Karbe