EXACT SCIENCES CORP — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2014-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-22	Common Stock	M	19375	—	Acquired	143082	Direct
2014-02-24	Common Stock	S	8708	$14.07	Disposed	134374	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	Stock Option (right to buy)	$13.96	A	110000	Acquired	2024-02-24	Common Stock (110000)	Direct
2014-02-24	Restricted Stock Units	$	A	78000	Acquired		Common Stock (78000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18253	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 February 22, 2014.

F3: These options vest and become exercisable in four equal annual installments beginning on the first anniversary of the grant date.

F4: Each restricted stock unit represents a contingent right to receive one share of common stock.

F5: These restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date.