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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
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) | $ 7.85 | 08/04/2009 | D | 3,750 | 12/20/2003(1) | 12/19/2012 | Common Stock | 3,750 | (2) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 3,000 | 08/05/2010(3) | 10/17/2015 | Common Stock | 3,000 | (2) | 3,000 | D | ||||
| Option (right to buy) | $ 7.92 | 08/04/2009 | D | 20,000 | 08/01/2005(1) | 07/31/2014 | Common Stock | 20,000 | (4) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 16,000 | 08/05/2010(3) | 10/17/2015 | Common Stock | 16,000 | (4) | 16,000 | D | ||||
| Option (right to buy) | $ 8.15 | 08/04/2009 | D | 5,000 | 06/01/2004(1) | 05/31/2013 | Common Stock | 5,000 | (5) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 4,000 | 08/05/2010(3) | 10/17/2015 | Common Stock | 4,000 | (5) | 4,000 | D | ||||
| Option (right to buy) | $ 8.9 | 08/04/2009 | D | 150,000 | 12/12/2006(1) | 12/11/2015 | Common Stock | 150,000 | (6) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 105,000 | 08/05/2010(3) | 10/17/2015 | Common Stock | 105,000 | (6) | 105,000 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 15,000 | 08/05/2010(7) | 10/17/2015 | Common Stock | 15,000 | (6) | 15,000 | D | ||||
| Option (right to buy) | $ 8.92 | 08/04/2009 | D | 45,000 | 12/13/2005(1) | 12/12/2014 | Common Stock | 45,000 | (8) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 36,000 | 08/05/2010(3) | 10/17/2015 | Common Stock | 36,000 | (8) | 36,000 | D | ||||
| Option (right to buy) | $ 8.99 | 08/04/2009 | D | 60,000 | 12/08/2007(1) | 12/07/2016 | Common Stock | 60,000 | (9) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 29,999 | 08/05/2010(3) | 10/17/2015 | Common Stock | 29,999 | (9) | 29,999 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 18,001 | 08/05/2010(7) | 10/17/2015 | Common Stock | 18,001 | (9) | 18,001 | D | ||||
| Option (right to buy) | $ 9.91 | 08/04/2009 | D | 100,000 | 12/06/2008(1) | 12/05/2017 | Common Stock | 100,000 | (10) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 31,666 | 08/05/2010(3) | 10/17/2015 | Common Stock | 31,666 | (10) | 31,666 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 48,334 | 08/05/2010(7) | 10/17/2015 | Common Stock | 48,334 | (10) | 48,334 | D | ||||
| Option (right to buy) | $ 11.93 | 08/04/2009 | D | 30,000 | 07/09/2008(1) | 07/08/2017 | Common Stock | 30,000 | (11) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 11,500 | 08/05/2010(3) | 10/17/2015 | Common Stock | 11,500 | (11) | 11,500 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 12,500 | 08/05/2010(7) | 10/17/2015 | Common Stock | 12,500 | (11) | 12,500 | D | ||||
| Option (right to buy) | $ 12.25 | 08/04/2009 | D | 25,000 | 02/01/2003(1) | 01/31/2012 | Common Stock | 25,000 | (12) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 6,250 | 08/05/2010(3) | 10/17/2015 | Common Stock | 6,250 | (12) | 6,250 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RIVERA LUPE M C/O EXELIXIS, INC. 249 EAST GRAND AVE., PO BOX 511 SOUTH SAN FRANCISCO, CA 94083-0511 |
SVP, Operations | |||
| /s/ James B. Bucher, Attorney in Fact | 08/06/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The option provided for vesting as follows: twenty five percent (25%) of the shares one year from date of grant, and the remaining shares in 36 equal monthly installments thereafter. |
| (2) | On August 4, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option for 3,750 shares of the Issuer's common stock granted to the reporting person on December 20, 2002. In exchange, on August 5, 2009, the reporting person received a replacement option for 3,000 shares of the Issuer's common stock, having an exercise price of $5.63. |
| (3) | Option granted pursuant to Issuer's 2000 Equity Incentive Plan. One hundred percent (100%) of the shares vest one year from date of grant. |
| (4) | On August 4, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option for 20,000 shares of the Issuer's common stock granted to the reporting person on August 1, 2004. In exchange, on August 5, 2009, the reporting person received a replacement option for 16,000 shares of the Issuer's common stock, having an exercise price of $5.63. |
| (5) | On August 4, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option for 5,000 shares of the Issuer's common stock granted to the reporting person on June 1, 2003. In exchange, on August 5, 2009, the reporting person received a replacement option for 4,000 shares of the Issuer's common stock, having an exercise price of $5.63. |
| (6) | On August 4, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option for 150,000 shares of the Issuer's common stock granted to the reporting person on December 12, 2005. In exchange, on August 5, 2009, the reporting person received two replacement options for 105,000 and 15,000 shares of the Issuer's common stock, respectively, each having an exercise price of $5.63. |
| (7) | Option granted pursuant to Issuer's 2000 Equity Incentive Plan. Thirty-three percent (33%) of the shares vest one year from date of grant, and the remaining shares vest in 24 equal monthly installments thereafter. |
| (8) | On August 4, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option for 45,000 shares of the Issuer's common stock granted to the reporting person on December 13, 2004. In exchange, on August 5, 2009, the reporting person received a replacement option for 36,000 shares of the Issuer's common stock, having an exercise price of $5.63. |
| (9) | On August 4, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option for 60,000 shares of the Issuer's common stock granted to the reporting person on December 8, 2006. In exchange, on August 5, 2009, the reporting person received two replacement options for 29,999 and 18,001 shares of the Issuer's common stock, respectively, each having an exercise price of $5.63. |
| (10) | On August 4, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option for 100,000 shares of the Issuer's common stock granted to the reporting person on December 6, 2007. In exchange, on August 5, 2009, the reporting person received two replacement options for 31,666 and 48,334 shares of the Issuer's common stock, respectively, each having an exercise price of $5.63. |
| (11) | On August 4, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option for 30,000 shares of the Issuer's common stock granted to the reporting person on July 9, 2007. In exchange, on August 5, 2009, the reporting person received two replacement options for 11,500 and 12,500 shares of the Issuer's common stock, respectively, each having an exercise price of $5.63. |
| (12) | On August 4, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option for 25,000 shares of the Issuer's common stock granted to the reporting person on February 1, 2002. In exchange, on August 5, 2009, the reporting person received a replacement option for 6,250 shares of the Issuer's common stock, having an exercise price of $5.63. |