SEC Form 4 · accession 0000939767-15-000068
EXELIXIS, INC. · EXEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Morrissey
Officer — President and CEO · Director
Period of report
Jul 20, 2015
Accepted (ET)
Jul 22, 2015 · 8:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000939767
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F2,F1 | $5.51 | Jul 20, 2015 | A | 240,000 | A | Jul 20, 2015 | Sep 17, 2020 | Common Stock | 240,000 | 240,000 | D |
| Option (right to buy)F4,F3 | $1.70 | Jul 20, 2015 | A | 562,500 | A | Jul 20, 2015 | Sep 18, 2021 | Common Stock | 562,500 | 562,500 | D |
| Option (right to buy)F6,F5 | $1.90 | Jul 20, 2015 | A | 225,000 | A | Jul 20, 2015 | Feb 4, 2022 | Common Stock | 225,000 | 225,000 | D |
Explanation of responses
- F1On September 18, 2013, the Reporting Person was granted a performance-based stock option to purchase 480,000 shares of common stock pursuant to the Exelixis, Inc. 2011 Equity Incentive Plan. Vesting of the option is tied to performance goals set by the Compensation Committee ("Committee") as follows: (i) 50% of such stock option will vest if the Committee determines that top-line efficacy data received from the METEOR Phase 3 clinical trial of cabozantinib in metastatic renal cell carcinoma ("mRCC") met its primary endpoint at a specified level, with such result to occur no later than a specified date; and (ii) 50% of such option will vest if the Committee confirms that cabozantinib is approved by the United States Food and Drug Administration ("FDA") or European Medicines Agency for the treatment of metastatic castration-resistant prostate cancer ("mCRPC") by a specified date.
- F2On July 20, 2015, the Committee convened to determine that top-line efficacy data received from METEOR met its primary endpoint at the level specified and within the time period permitted by the performance goals, resulting in the vesting of the option as to 240,000 shares. As a consequence of the failure of cabozantinib to meet the primary endpoints in Exelixis' clinical trials of cabozantinib for the treatment of patients with mCRPC, on December 10, 2014, the Committee determined that the regulatory approval goal for the option had not, and would not, be achieved, resulting in the Reporting Person forfeiting 50% of the option.
- F3On September 19, 2014, the Reporting Person was granted a performance-based stock option to purchase 1,125,000 shares of common stock pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. Vesting of the option is tied to performance goals set by the Committee as follows: (i) 50% of the option will vest if the Committee determines that top-line efficacy data received from the METEOR phase 3 pivotal trial of cabozantinib in mRCC met its primary endpoint at a specified level, with such result to occur no later than a specified date; (ii) 25% of the option will vest if the Committee confirms that a new drug application ("NDA") for cabozantinib for the treatment of mRCC is accepted for review by the FDA by a specified date; and (iii) 25% of the option will vest if the Committee confirms that the FDA has approved cabozantinib for the treatment of mRCC by a specified date.
- F4On July 20, 2015, the Committee convened to determine that top-line efficacy data received from METEOR met its primary endpoint at the level specified and within the time period permitted by the performance goals, resulting in the vesting of the option as to 562,500 shares.
- F5On February 5, 2015, the Reporting Person was granted a performance-based stock option to purchase 450,000 shares of common stock pursuant to the Exelixis, Inc. 2014 Equity Incentive Plan. Vesting of the option is tied to performance goals set by the Committee as follows: (i) 50% of the option will vest if the Committee determines that top-line efficacy data received from the METEOR phase 3 pivotal trial of cabozantinib in mRCC met its primary endpoint at a specified level, with such result to occur no later than a specified date; (ii) 25% of the option will vest if the Committee confirms that an NDA for cabozantinib for the treatment of mRCC is accepted for review by the FDA by a specified date; and (iii) 25% of the option will vest if the Committee confirms that the FDA has approved cabozantinib for the treatment of mRCC by a specified date.
- F6On July 20, 2015, the Committee convened to determine that top-line efficacy data received from METEOR met its primary endpoint at the level specified and within the time period permitted by the performance goals, resulting in the vesting of the option as to 225,000 shares.