FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person * SCANGOS GEORGE A   2. Issuer Name and Ticker or Trading Symbol EXELIXIS, INC. [EXEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EXELIXIS, INC., 210 E. GRAND AVE. 3. Date of Earliest Transaction (Month/Day/Year) 12/05/2016 (Street) SOUTH SAN FRANCISCO, CA 94080 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/05/2016   M   357,976 A $ 8.99 1,668,186 (1) D   Common Stock 12/05/2016   S   204,718 D $ 17.81 (2) 1,463,468 D   Common Stock 12/07/2016   M   356 A $ 8.99 1,463,824 D   Common Stock 12/07/2016   S   176 D $ 17.9 1,463,648 D   Common Stock               8,963 I By Trust (JS) (3) Common Stock               8,963 I By Trust (KS) (4) Common Stock               5,669 I By 401(k) Plan (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 8.99

12/05/2016

M

357,976

12/08/2007(6)

12/07/2016

Common Stock

357,976

$ 0

356

D

Option (right to buy)

$ 8.99

12/07/2016

M

356

12/08/2007(6)

12/07/2016

Common Stock

356

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCANGOS GEORGE A C/O EXELIXIS, INC. 210 E. GRAND AVE. SOUTH SAN FRANCISCO, CA 94080	X

Signatures

/s/ Jeffrey J. Hessekiel, Attorney in Fact		12/07/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Includes 1,596 shares of Exelixis, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
(2)	Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $17.45 to $18.00. Reporting person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 to this Form 4.
(3)	Shares held by George A. Scangos and Leslie S. Wilson, as Trustees of the Jennifer Scangos Trust.
(4)	Shares held by George A. Scangos and Leslie S. Wilson, as Trustees of the Katherine Scangos Trust.
(5)	Represents 5,669 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of December 2, 2016.
(6)	The option, representing the right to purchase a total of 400,000 shares of Exelixis, Inc. common stock, became exercisable as to 100,000 shares on December 8, 2007, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the original grant date (December 8, 2006). The option ceased vesting on July 15, 2010, in connection with the Reporting Person's resignation as President and Chief Executive Officer of Exelixis, Inc., at which time the option was exercisable as to as to 358,332 shares of Exelixis, Inc. Common Stock.

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