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SCHEDULE 13D/A 0000908834-24-000125 0001175707 XXXXXXXX LIVE 5 Common Stock, par value $0.001 per share (the "Shares") 03/05/2025 false 0000939767 30161Q104 EXELIXIS, INC. 1851 Harbor Bay Parkway Alameda CA 94502 Hannah E. Dunn (415) 421-2132 Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco CA 94111 0001175707 Farallon Capital Partners, L.P. b WC CA 0 1738420 0 1738420 1738420 N 0.6 PN 0000886687 Farallon Capital Institutional Partners, L.P. b WC CA 0 2075682 0 2075682 2075682 N 0.7 PN 0001245628 Farallon Capital Institutional Partners II, L.P. b WC CA 0 592697 0 592697 592697 N 0.2 PN 0001245629 Farallon Capital Institutional Partners III, L.P. b WC DE 0 285899 0 285899 285899 N 0.1 PN 0001690212 Four Crossings Institutional Partners V, L.P. b WC DE 0 376947 0 376947 376947 N 0.1 PN 0001340990 Farallon Capital Offshore Investors II, L.P. b WC E9 0 3557797 0 3557797 3557797 N 1.3 PN 0001501082 Farallon Capital (AM) Investors, L.P. b WC DE 0 201047 0 201047 201047 N 0.1 PN 0001643763 Farallon Capital F5 Master I, L.P. b WC E9 0 735808 0 735808 735808 N 0.3 PN 0001871852 Farallon Healthcare Partners Master, L.P. b WC E9 0 13875203 0 13875203 13875203 N 5 PN 0001040153 Farallon Partners, L.L.C. b AF DE 0 22703692 0 22703692 22703692 N 8.1 OO Y Farallon Institutional (GP) V, L.L.C. b AF DE 0 376947 0 376947 376947 N 0.1 OO Y Farallon F5 (GP), L.L.C. b AF DE 0 735808 0 735808 735808 N 0.3 OO Y Farallon Healthcare Partners (GP), L.L.C. b AF DE 0 13875203 0 13875203 13875203 N 5 OO 0001960821 Dapice Joshua J. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001693981 Dreyfuss, Philip D. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001960890 Dunn Hannah E. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001245637 Fried, Richard B b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001904298 Gehani, Varun N. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001372970 Giauque, Nicolas b AF I0 0 23439500 0 23439500 23439500 N 8.4 IN 0001595643 Kim, David T. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001495856 Linn, Michael G. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0002054041 Luo Patrick (Cheng) b AF F4 0 23439500 0 23439500 23439500 N 8.4 IN 0001275110 Patel, Rajiv A. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001453042 Roberts, Jr., Thomas G. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001960819 Saito Edric C. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001693980 Seybold, William b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001960871 Short Daniel S. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001372968 Spokes, Andrew J. M. b AF X0 0 23439500 0 23439500 23439500 N 8.4 IN 0001509711 Warren, John R. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN 0001245635 Wehrly, Mark C. b AF X1 0 23439500 0 23439500 23439500 N 8.4 IN Common Stock, par value $0.001 per share (the "Shares") EXELIXIS, INC. 1851 Harbor Bay Parkway Alameda CA 94502 This Amendment No. 5 to Schedule 13D (this "Amendment") hereby amends and supplements Item 2(a) by deleting the text under the caption "The Farallon Individual Reporting Persons" and replacing it in its entirety, to read as follows: "(xiv) The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, with respect to the Shares held by the Farallon Funds: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Richard B. Fried ("Fried"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Patrick (Cheng) Luo ("Luo"); Rajiv A. Patel ("Patel"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); William Seybold ("Seybold"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly"). Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Luo, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the "Farallon Individual Reporting Persons." This Amendment reports that effective January 1, 2025, Luo became a member of the Farallon General Partner, a manager of the FCIP V General Partner, a manager of the F5MI General Partner and a manager of the FHPM General Partner. Accordingly, as of that date, Luo may be deemed a beneficial owner of the Shares held by the Farallon Funds. The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Exhibit 1.01 hereto." This Amendment hereby amends and restates Item 2(b) in its entirety, to read as follows: "The address of the principal business office of (i) each of the Farallon Funds is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111, and (ii) each of the FCIP V General Partner, the F5MI General Partner, the FHPM General Partner and the Farallon Individual Reporting Persons is set forth in Exhibit 1.01 hereto." This Amendment hereby amends and restates Item 2(c) in its entirety, to read as follows: "The principal business of each of the Farallon Funds is that of a private investment entity engaging in the purchase and sale of investments for its own account. The principal business of the Farallon General Partner is to act as the general partner of investment partnerships, including FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of general partners of investment partnerships, including the FCIP V General Partner and the FHPM General Partner. The principal business of the FCIP V General Partner is to act as the general partner of FCIP V. The principal business of the F5MI General Partner is to act as the general partner of F5MI. The principal business of the FHPM General Partner is to act as the general partner of FHPM. The principal business of each of the Farallon Individual Reporting Persons is set forth in Exhibit 1.01 hereto." This Amendment hereby amends and restates Item 2(f) in its entirety, to read as follows: "The jurisdiction of organization of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque, Luo and Spokes, is a citizen of the United States. Giauque is a citizen of France. Luo is a citizen of China. Spokes is a citizen of the United Kingdom." This Amendment hereby amends and restates Item 4 in its entirety, to read as follows: "The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4. The Reporting Persons hold the Shares for investment. Although no Reporting Person has any specific plan or proposal to acquire, transfer or dispose of Shares or other securities of the Company, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or other securities of the Company or transfer or dispose of any or all of its Shares or other securities of the Company, depending in any case upon an ongoing evaluation of the Reporting Persons' investment in the Shares and/or such other securities, prevailing market conditions, general economic and industry conditions, other investment opportunities available to the Reporting Persons, the liquidity requirements of the Reporting Persons and/or other investment considerations. None of the Reporting Persons has made a determination regarding a maximum or minimum number of Shares or other securities of the Company which it may hold at any point in time. Consistent with their investment intent, certain Reporting Persons or their representatives may engage in communications regarding the Company with other persons, including, without limitation, one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company. Such communications may relate, without limitation, to the Company's financial position, strategy, operations, capital structure, capital allocation practices, and/or any current or future initiatives that may be proposed or adopted by the Company's management or board of directors. During the course of such communications, the Reporting Persons or such representatives may advocate or oppose one or more courses of action. Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D." This Amendment hereby amends and supplements Item 5(a) by deleting the text under the caption "The Farallon Funds" and replacing it in its entirety, to read as follows as follows: "The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 279,881,450 Shares outstanding as of February 3, 2025, as reported by the Company in its Form 10-K filed with the Securities and Exchange Commission on February 11, 2025." This Amendment hereby amends and supplements Item 5(b) by deleting the text under the caption "The Farallon Funds" and replacing it in its entirety, to read as follows as follows: "The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund." This Amendment hereby amends and supplements Item 5(c) by deleting the text under the caption "The Farallon Funds" and replacing it in its entirety, to read as follows as follows: "Not applicable." This Amendment hereby amends and supplements Item 5(d) by deleting the text under the caption "The Farallon Funds" and replacing it in its entirety, to read as follows as follows: "The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by the Farallon Funds other than F5MI. The FCIP V General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FCIP V. The F5MI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by F5MI. The FHPM General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FHPM. Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner." This Amendment hereby amends and supplements Item 5(e) by deleting the text under the caption "The Farallon Funds" and replacing it in its entirety, to read as follows as follows: "Not applicable." This Amendment hereby amends and supplements Item 7 by adding the following thereto: "There is filed herewith as Exhibit 1.01 certain information required by Item 2 relating to the identity and background of the Reporting Persons. There is filed herewith as Exhibit 5 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended." Farallon Capital Partners, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 03/05/2025 Farallon Capital Institutional Partners, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 03/05/2025 Farallon Capital Institutional Partners II, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 03/05/2025 Farallon Capital Institutional Partners III, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 03/05/2025 Four Crossings Institutional Partners V, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Manager of its General Partner 03/05/2025 Farallon Capital Offshore Investors II, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 03/05/2025 Farallon Capital (AM) Investors, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 03/05/2025 Farallon Capital F5 Master I, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Manager of its General Partner 03/05/2025 Farallon Healthcare Partners Master, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Manager of its General Partner 03/05/2025 Farallon Partners, L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member 03/05/2025 Farallon Institutional (GP) V, L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Manager 03/05/2025 Farallon F5 (GP), L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Manager 03/05/2025 Farallon Healthcare Partners (GP), L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Manager 03/05/2025 Dapice Joshua J. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Dreyfuss, Philip D. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Dunn Hannah E. /s/ Hannah E. Dunn Hannah E. Dunn 03/05/2025 Fried, Richard B /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Gehani, Varun N. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Giauque, Nicolas /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Kim, David T. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Linn, Michael G. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Luo Patrick (Cheng) /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Patel, Rajiv A. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Roberts, Jr., Thomas G. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Saito Edric C. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Seybold, William /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Short Daniel S. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Spokes, Andrew J. M. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Warren, John R. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025 Wehrly, Mark C. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 03/05/2025