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: 2014-02-24

Reporting Person: Megan William J. (SVP, Finance & PFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	Stock Option (right to buy)	$13.96	A	13000	Acquired	2024-02-24	Common Stock (13000)	Direct
2014-02-24	Restricted Stock Units	$	A	9000	Acquired		Common Stock (9000)	Direct
2014-02-24	Restricted Stock Units	$	A	45000	Acquired		Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2735	Indirect

Footnotes

F1: These options vest and become exercisable in four equal annual installments beginning on the first anniversary of the grant date.

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

F3: These restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date.

F4: These restricted stock units vest in three equal annual installments beginning on August 26, 2015.