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: Conroy Kevin T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-16	Common Stock	M	133333	$0.83	Acquired	278896	Direct
2014-10-16	Common Stock	S	133333	$22.8418	Disposed	145563	Direct
2014-10-17	Common Stock	M	133333	$0.83	Acquired	278896	Direct
2014-10-17	Common Stock	S	133333	$23.6823	Disposed	145563	Direct
2014-10-20	Common Stock	M	133334	$0.83	Acquired	278897	Direct
2014-10-20	Common Stock	S	133334	$23.9323	Disposed	145563	Direct
2014-10-20	Common Stock	M	135000	$0.83	Acquired	280563	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	133333	Disposed	2019-03-18	Common Stock (2500000)	Direct
2014-10-17	Stock Option (right to buy)	$0.83	M	133333	Disposed	2019-03-18	Common Stock (2366667)	Direct
2014-10-20	Stock Option (right to buy)	$0.83	M	133334	Disposed	2019-03-18	Common Stock (2233334)	Direct
2014-10-20	Stock Option (right to buy)	$0.83	M	135000	Disposed	2019-03-18	Common Stock (2100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18531	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 effected pursuant to the 10b5-1 trading plan and disclosed on this Form 4 reflect the execution of trades for 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.