EXACT SCIENCES CORP — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock	M	37767	—	Acquired	129619	Direct
2014-01-02	Common Stock	S	17108	$11.96	Disposed	112511	Direct
2013-12-31	Common Stock	M	20467	—	Acquired	132978	Direct
2014-01-02	Common Stock	S	9271	$11.96	Disposed	123707	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-31	Restricted Stock Units	$	M	37767	Disposed		Common Stock (37767)	Direct
2013-12-31	Restricted Stock Units	$	A	61400	Acquired		Common Stock (61400)	Direct
2013-12-31	Restricted Stock Units	$	M	20467	Disposed		Common Stock (20467)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16662	Indirect

Footnotes

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

F2: Represents shares sold pursuant to a Sell-to-Cover Rule 10b5-1 Plan to pay withholding taxes due in connection with the vesting of certain shares of restricted stock on December 31, 2013.

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.

F5: Represents a restricted stock unit award granted on February 22, 2013 and earned on December 31, 2013 based on the satisfaction of certain performance-based vesting requirements. The restricted stock units vest in three equal annual installments beginning on December 31, 2013.