EXACT SCIENCES CORP — Director's Dealing 2012

Jul 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2012-07-26

Reporting Person: LEVANGIE DANIEL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-26	Common Stock	A	4420	—	Acquired	64242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-26	Stock Option (right to buy)	$10.18	A	4608	Acquired	2022-07-26	Common Stock (4608)	Direct
2012-07-26	Restricted Stock Units	$0	A	3340	Acquired		Common Stock (3340)	Direct

Footnotes

F1: These shares of restricted stock were issued pursuant to the Company's non-employee director compensation policy.

F2: This option vests in full on the one year anniversary of the grant date or, if earlier, the date of the next annual meeting of the Company's stockholders.

F3: Represents restricted stock unit award issued pursuant to the Company's non-employee director compensation policy. Each restricted stock unit represents a contingent right to receive one share of Exact Sciences Corporation common stock.

F4: These restricted stock units vest in full on the one year anniversary of the grant date or, if earlier, the date of the next annual meeting of the Company's stockholders. Restricted stock units that become earned and vested are payable upon separation of service.