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: 2011-11-30

Reporting Person: ARORA MANEESH (Senior VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-30	Common Stock	G	3500	—	Disposed	18055	Direct
2011-12-31	Common Stock	M	16667	—	Acquired	34722	Direct
2011-12-31	Common Stock	F	5908	$8.12	Disposed	28814	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	5446	Indirect

Footnotes

F1: Includes 2,942, 2,084 and 1,369 shares acquired under the Exact Sciences Corporation Employee Stock Purchase Plan on November, 1, 2010, May 2, 2011 and October 31, 2011, respectively.

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.