EXACT SCIENCES CORP — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2011-04-15

Reporting Person: LIDGARD GRAHAM PETER (Sr. VP, Chief Science Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-15	Common Stock	F	2265	$7.76	Disposed	104900	Direct
2011-08-17	Common Stock	G	3200	—	Disposed	102622	Direct
2011-10-26	Common Stock	F	4598	$7.93	Disposed	98024	Direct
2011-12-31	Common Stock	M	16667	—	Acquired	115238	Direct
2011-12-31	Common Stock	F	4575	$8.12	Disposed	110663	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Restricted Stock Units	$	A	50000	Acquired		Common Stock (50000)	Direct
2011-12-31	Restricted Stock Units	$	M	16667	Disposed		Common Stock (16667)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5169	Indirect

Footnotes

F1: Includes 1348 shares acquired under the Exact Sciences Corporation Employee Stock Purchase Plan on November 1, 2010.

F2: Includes 922 shares acquired under the Exact Sciences Corporation Employee Stock Purchase Plan on May 2, 2011.

F3: Represents shares of common stock received upon vesting of a restricted stock unit award.

F4: Includes 547 shares acquired under the Exact Sciences Corporation Employee Stock Purchase Plan on October 31, 2011.

F5: Each restricted stock unit represents a contingent right to receive one share of common stock.

F6: Represents a restricted stock unit award granted on February 17, 2011 and earned on December 31, 2011 based on the satisfaction of certain performance-based vesting requirements. The restricted stock units vest in three equal annual installments beginning on December 31, 2011.