0000902664-23-003404.txt : 20230602 0000902664-23-003404.hdr.sgml : 20230602 20230602170643 ACCESSION NUMBER: 0000902664-23-003404 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230531 FILED AS OF DATE: 20230602 DATE AS OF CHANGE: 20230602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Caligan Partners LP CENTRAL INDEX KEY: 0001727492 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30235 FILM NUMBER: 23990024 BUSINESS ADDRESS: STREET 1: 515 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 718-570-6018 MAIL ADDRESS: STREET 1: 515 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON DAVID EDWARD CENTRAL INDEX KEY: 0001785557 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30235 FILM NUMBER: 23990025 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 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: 1231 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 ownership.xml X0407 4 2023-05-31 0 0000939767 EXELIXIS, INC. EXEL 0001785557 JOHNSON DAVID EDWARD 515 MADISON AVENUE 8TH FLOOR NEW YORK NY 10022 1 0 0 0 0001727492 Caligan Partners LP 515 MADISON AVENUE 8TH FLOOR NEW YORK NY 10022 1 0 0 1 See Remarks 0 Common Stock 2023-05-31 4 A 0 18176 0 A 18176 D Common Stock 910730 I See footnote Option (right to buy) 19.28 2023-05-31 4 A 0 36353 0 A 2023-05-31 2030-05-30 Common Stock 36353 36353 D Represents shares of Exelixis, Inc. (the "Issuer") common stock ("Common Stock") issued to David Johnson ("Mr. Johnson") upon vesting of restricted stock units. Each restricted stock unit is the economic equivalent of one share of Common Stock. The restricted stock units were granted to Mr. Johnson on the Transaction Date pursuant to the Exelixis, Inc. 2017 Equity Incentive Plan. The restricted stock units will vest as to 1/4th of the original number of shares subject to the restricted stock unit award on each of the first four anniversaries of the Transaction Date, subject to the Mr. Johnson's continuous service through such dates. Mr. Johnson is deemed to hold the securities reported herein for the benefit of Caligan Partners Master Fund LP (the "Caligan Fund") and managed accounts to which Caligan Partners LP ("Caligan") serves as investment manager (the "Caligan Accounts"), and may, after vesting, if applicable, transfer the securities directly to the Caligan Fund and the Caligan Accounts. Reflects securities held by the Caligan Fund and the Caligan Accounts. Mr. Johnson is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan. Option granted pursuant to the Exelixis, Inc. 2017 Equity Incentive Plan. The option is exercisable immediately, subject to repurchase provisions, and will vest as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the Transaction Date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the Transaction Date, subject to Mr. Johnson's continuous service through such dates. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Caligan may be deemed to be a director by deputization of the Issuer by virtue of the fact that Mr. Johnson currently serves on the Issuer's board of directors. /s/ David Edward Johnson 2023-06-02 Caligan Partners LP, By: /s/ David Johnson, Managing Partner 2023-06-02