EXACT SCIENCES CORP — Director's Dealing 2014

Oct 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2014-10-16

Reporting Person: ARORA MANEESH (Director, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-16	Common Stock	M	82500	$0.83	Acquired	167393	Direct
2014-10-16	Common Stock	S	82500	$22.8418	Disposed	84893	Direct
2014-10-17	Common Stock	M	82500	$0.83	Acquired	167393	Direct
2014-10-17	Common Stock	S	82500	$23.6823	Disposed	84893	Direct
2014-10-20	Common Stock	M	82500	$0.83	Acquired	167393	Direct
2014-10-20	Common Stock	S	82500	$23.9323	Disposed	84893	Direct
2014-10-20	Common Stock	M	80000	$0.83	Acquired	164893	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-16	Stock Option (right to buy)	$0.83	M	82500	Disposed	2019-03-18	Common Stock (1250000)	Direct
2014-10-17	Stock Option (right to buy)	$0.83	M	82500	Disposed	2019-03-18	Common Stock (1167500)	Direct
2014-10-20	Stock Option (right to buy)	$0.83	M	82500	Disposed	2019-03-18	Common Stock (1085000)	Direct
2014-10-20	Stock Option (right to buy)	$0.83	M	80000	Disposed	2019-03-18	Common Stock (1002500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10144	Indirect

Footnotes

F1: The exercise of these options and the subsequent sale of common stock reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted September 8, 2014. The sales of shares pursuant to this 10b5-1 trading plan and disclosed on this Form 4 reflect the execution of all shares subject to the 10b5-1 trading plan. As a result, the 10b5-1 trading plan has been terminated effective as of the filing of this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.65 to $23.11, inclusive. The reporting person undertakes to provide Exact Sciences Corporation, any security holder of Exact Sciences Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 to $24.02, inclusive. The reporting person undertakes to provide Exact Sciences Corporation, any security holder of Exact Sciences Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.72 to $24.05, inclusive. The reporting person undertakes to provide Exact Sciences Corporation, any security holder of Exact Sciences Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.