EXACT SCIENCES CORP — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2014-12-31

Reporting Person: ARORA MANEESH (Director, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-08	Common Stock	G	65000	—	Disposed	99893	Direct
2014-05-08	Common Stock	G	65000	—	Acquired	65000	Indirect
2014-10-31	Common Stock	A	1280	$7.81	Acquired	101173	Direct
2014-12-31	Common Stock	M	6567	—	Acquired	107740	Direct
2015-01-02	Common Stock	S	2495	$26.72	Disposed	105245	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-31	Restricted Stock Units	$	M	6567	Disposed		Common Stock (6567)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10144	Indirect

Footnotes

F1: Represents shares of common stock transferred to Maneesh Arora 2014 Grantor Retained Annuity Trust.

F2: Represents shares purchased through Employee Stock Purchase Plan.

F3: Represents shares of common stock received upon vesting of a restricted stock unit award.

F4: 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, 2014.

F5: Each restricted stock unit represents a contingent right to receive one share of common stock.

F6: 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.