SEC Form 4 · accession 0000939767-16-000176
EXELIXIS, INC. · EXEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Hessekiel
Officer — EVP and General Counsel
Period of report
Apr 28, 2016
Accepted (ET)
Apr 29, 2016 · 7:23 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 | $1.70 | Apr 28, 2016 | A | 100,000 | A | Apr 28, 2016 | Sep 18, 2021 | Common Stock | 100,000 | 100,000 | D |
| Option (right to buy)F4,F3 | $1.90 | Apr 28, 2016 | A | 50,000 | A | Apr 28, 2016 | Feb 4, 2022 | Common Stock | 50,000 | 50,000 | D |
Explanation of responses
- F1On September 19, 2014, the Reporting Person was granted a performance-based stock option to purchase 400,000 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 Compensation Committee (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 metastatic renal cell carcinoma ("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 the United States Food and Drug Administration ("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.
- F2On April 28, 2016, the Committee convened to determine that the NDA for cabozantinib for the treatment of mRCC was approved by the FDA within the time period permitted by the performance goals, resulting in the vesting of the option as to the remaining 100,000 shares.
- F3On February 5, 2015, the Reporting Person was granted a performance-based stock option to purchase 200,000 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.
- F4On April 28, 2016, the Committee convened to determine that the NDA for cabozantinib for the treatment of mRCC was approved by the FDA within the time period permitted by the performance goals, resulting in the vesting of the option as to the remaining 50,000 shares.