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: 2011-07-05

Reporting Person: Conroy Kevin T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-05	Common Stock	G	2919	—	Disposed	43751	Direct
2011-07-13	Common Stock	G	2890	—	Disposed	40861	Direct
2011-12-31	Common Stock	M	37767	—	Acquired	78628	Direct
2011-12-31	Common Stock	F	16410	$8.12	Disposed	62218	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Restricted Stock Units	$	A	113300	Acquired		Common Stock (113300)	Direct
2011-12-31	Restricted Stock Units	$	M	37767	Disposed		Common Stock (75533)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11894	Indirect

Footnotes

F1: Includes 4,031 shares acquired under the Exact Sciences Corporation Employee Stock Purchase Plan on May 2, 2011.

F2: Represents shares of common stock received upon vesting of a restricted stock unit award.

F3: Each restricted stock unit represents a contingent right to receive one share of common stock.

F4: 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.