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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) | $ 7.47 | 08/04/2009 | D | 25,000 | 04/15/2004(1) | 04/14/2013 | Common Stock | 25,000 | (2) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 20,000 | 08/05/2010(3) | 10/17/2015 | Common Stock | 20,000 | (2) | 20,000 | D | ||||
| Option (right to buy) | $ 7.85 | 08/04/2009 | D | 10,000 | 12/20/2003(1) | 12/19/2012 | Common Stock | 10,000 | (4) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 8,000 | 08/05/2010(3) | 10/17/2015 | Common Stock | 8,000 | (4) | 8,000 | D | ||||
| Option (right to buy) | $ 8.92 | 08/04/2009 | D | 35,000 | 12/13/2005(1) | 12/12/2014 | Common Stock | 35,000 | (5) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 28,000 | 08/05/2010(3) | 10/17/2015 | Common Stock | 28,000 | (5) | 28,000 | D | ||||
| Option (right to buy) | $ 9 | 08/04/2009 | D | 1,750 | 01/15/2002(1) | 01/14/2011 | Common Stock | 1,750 | (6) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 1,400 | 08/05/2010(3) | 10/17/2015 | Common Stock | 1,400 | (6) | 1,400 | D | ||||
| Option (right to buy) | $ 9 | 08/04/2009 | D | 80,000 | 01/02/2008(1) | 01/01/2017 | Common Stock | 80,000 | (8) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 39,999 | 08/05/2010(3) | 10/17/2015 | Common Stock | 39,999 | (8) | 39,999 | D | ||||
| Option (righ to buy) | $ 5.63 | 08/05/2009 | A | 24,001 | 08/05/2010(7) | 10/17/2015 | Common Stock | 24,001 | (8) | 24,001 | D | ||||
| Option (right to buy) | $ 9.42 | 08/04/2009 | D | 120,000 | 01/02/2007(1) | 01/01/2016 | Common Stock | 120,000 | (9) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 84,000 | 08/05/2010(3) | 10/17/2015 | Common Stock | 84,000 | (9) | 84,000 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 12,000 | 08/05/2010(7) | 10/17/2015 | Common Stock | 12,000 | (9) | 12,000 | D | ||||
| Option (right to buy) | $ 9.85 | 08/04/2009 | D | 40,000 | 01/19/2008(1) | 01/18/2017 | Common Stock | 40,000 | (10) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 19,333 | 08/05/2010(3) | 10/17/2015 | Common Stock | 19,333 | (10) | 19,333 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 12,667 | 08/05/2010(7) | 10/17/2015 | Common Stock | 12,667 | (10) | 12,667 | D | ||||
| Option (right to buy) | $ 9.91 | 08/04/2009 | D | 125,000 | 12/06/2008(1) | 12/05/2017 | Common Stock | 125,000 | (11) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 39,583 | 08/05/2010(3) | 10/17/2015 | Common Stock | 39,583 | (11) | 39,583 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 60,417 | 08/05/2010(7) | 10/17/2015 | Common Stock | 60,417 | (11) | 60,417 | D | ||||
| Option (right to buy) | $ 16.62 | 08/04/2009 | D | 10,000 | 01/01/2003(1) | 12/31/2011 | Common Stock | 10,000 | (12) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 2,500 | 08/05/2010(3) | 10/17/2015 | Common Stock | 2,500 | (12) | 2,500 | D | ||||
| Option (right to buy) | $ 20.125 | 08/04/2009 | D | 47,250 | 10/15/2001(1) | 10/31/2010 | Common Stock | 47,250 | (13) | 0 | D | ||||
| Option (right to buy) | $ 5.63 | 08/05/2009 | A | 525 | 08/05/2010(3) | 10/17/2015 | Common Stock | 525 | (13) | 525 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lamb Peter C/O EXELIXIS, INC. 249 EAST GRAND AVE., PO BOX 511 SOUTH SAN FRANCISCO, CA 94083-0511 |
SVP, Discovery Research & CSO | |||
| /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 25,000 shares of the Issuer's common stock granted to the reporting person on April 15, 2003. In exchange, on August 5, 2009, the reporting person received a replacement option for 20,000 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 10,000 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 8,000 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 35,000 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 28,000 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 1,750 shares of the Issuer's common stock granted to the reporting person on January 15, 2001. In exchange, on August 5, 2009, the reporting person received a replacement option for 1,400 shares of the Issuer's common stock, 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 80,000 shares of the Issuer's common stock granted to the reporting person on January 2, 2007. In exchange, on August 5, 2009, the reporting person received two replacement options for 39,999 and 24,001 shares of the Issuer's common stock, respectively, each 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 120,000 shares of the Issuer's common stock granted to the reporting person on January 2, 2006. In exchange, on August 5, 2009, the reporting person received two replacement options for 84,000 and 12,000 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 40,000 shares of the Issuer's common stock granted to the reporting person on January 19, 2007. In exchange, on August 5, 2009, the reporting person received two replacement options for 19,333 and 12,667 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 125,000 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 39,583 and 60,417 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 10,000 shares of the Issuer's common stock granted to the reporting person on January 1, 2002. In exchange, on August 5, 2009, the reporting person received a replacement option for 2,500 shares of the Issuer's common stock, having an exercise price of $5.63. |
| (13) | On August 4, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option for 47,250 shares of the Issuer's common stock granted to the reporting person on October 15, 2000. In exchange, on August 5, 2009, the reporting person received a replacement option for 525 shares of the Issuer's common stock, having an exercise price of $5.63. |