EXACT SCIENCES CORP — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2012-12-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-26	Common Stock	G	1500	—	Disposed	65413	Direct
2012-12-31	Common Stock	M	37767	—	Acquired	103180	Direct
2012-12-31	Common Stock	F	16410	$10.59	Disposed	86770	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Restricted Stock Units	$	M	37767	Disposed		Common Stock (37767)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14709	Indirect

Footnotes

F1: Represents shares of common stock received upon vesting of a restricted stock unit award.

F2: Each restricted stock unit represents a contingent right to receive one share of common stock.

F3: 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.