0000939767-21-000012.txt : 20210205 0000939767-21-000012.hdr.sgml : 20210205 20210205211850 ACCESSION NUMBER: 0000939767-21-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210203 FILED AS OF DATE: 20210205 DATE AS OF CHANGE: 20210205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lamb Peter CENTRAL INDEX KEY: 0001387306 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30235 FILM NUMBER: 21598303 MAIL ADDRESS: STREET 1: PO BOX 511, 170 HARBOR WAY CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94083-0511 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EXELIXIS, INC. CENTRAL INDEX KEY: 0000939767 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043257395 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: 1851 HARBOR BAY PARKWAY CITY: ALAMEDA STATE: CA ZIP: 94502 BUSINESS PHONE: 6508377000 MAIL ADDRESS: STREET 1: 1851 HARBOR BAY PARKWAY CITY: ALAMEDA STATE: CA ZIP: 94502 FORMER COMPANY: FORMER CONFORMED NAME: EXELIXIS INC DATE OF NAME CHANGE: 20000207 FORMER COMPANY: FORMER CONFORMED NAME: EXELIXIS PHARMACEUTICALS INC DATE OF NAME CHANGE: 20000106 4 1 wf-form4_161257791484447.xml FORM 4 X0306 4 2021-02-03 0 0000939767 EXELIXIS, INC. EXEL 0001387306 Lamb Peter C/O EXELIXIS, INC. 1851 HARBOR BAY PARKWAY ALAMEDA CA 94502 0 1 0 0 EVP, Scientific Strategy & CSO Common Stock 2021-02-03 4 A 0 9370 0 A 292494 D Common Stock 2021-02-03 4 A 0 71293 0 A 363787 D Common Stock 2021-02-03 4 F 0 19997 22.56 D 343790 D Common Stock 17105 I By 401(k) Represents shares of Exelixis, Inc. common stock issued to the Reporting Person upon vesting of restricted stock units. Each restricted stock unit is the economic equivalent of one share of Exelixis, Inc. common stock. On September 10, 2018, the Reporting Person was granted a performance-based restricted stock unit ("PSU") award under the Exelixis, Inc. 2017 Equity Incentive Plan covering 9,370 shares of common stock (such award, the "2018 Award"). The 2018 Award generally vests as follows: (i) 50% of the original number of shares subject to the 2018 Award vest upon certification by the Compensation Committee (the "Committee") that Exelixis has achieved certain performance criteria related to clinical trial enrollment or positive top-line results (the "2018 Goal"); and (ii) 50% of the original number of shares subject to the 2018 Award will vest on the first quarterly PSU vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Committee's certification. On February 3, 2021, the Committee convened to determine that the 2018 Goal had been achieved, resulting in the immediate vesting of 50% of the 2018 Award, and the remaining 50% will vest on February 15, 2022, subject to the Reporting Person's continuous service through that date. Includes 137,557 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units. On September 20, 2019, the Reporting Person was granted a PSU award the under 2017 Equity Incentive Plan covering 142,586 shares of common stock (such award, the "2019 Award," and such shares, the "Target Shares"). The 2019 Award generally vests as follows: (i) 50% of the Target Shares vest upon the Committee's certification of achievement certain performance criteria as certified by Committee; and (ii) 50% of the Target Shares vest on the first quarterly PSU vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Committee's certification. In addition, the 2019 Award provides for vesting of up to a maximum of 200% of the Target Shares depending on the timing and level of achievement of the performance criteria provided for under the 2019 Award. On February 3, 2021, the Committee determined the maximum performance criteria had been achieved, resulting in the Reporting Person's eligibility to vest up to 200% of the Target Shares subject to the 2019 Award. Accordingly, the Committee's certification resulted in the immediate vesting of 25% of the Target Shares, and the remaining 25% of the Target Shares will vest on February 15, 2022, subject to the Reporting Person's continuous service through that date. Includes 173,204 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units. Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of certain restricted stock units earned on February 3, 2021. Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of February 3, 2021. /s/ Jennifer Drimmer Rokovich, Attorney in Fact 2021-02-05