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: Conroy Kevin T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-14	Common Stock	G	1535	—	Disposed	279028	Direct
2014-06-09	Common Stock	G	65189	—	Disposed	213839	Direct
2014-06-09	Common Stock	G	65189	—	Acquired	65189	Indirect
2014-07-07	Common Stock	G	583	—	Disposed	213256	Direct
2014-10-28	Common Stock	G	1025	—	Disposed	212231	Direct
2014-12-31	Common Stock	M	20467	—	Acquired	232698	Direct
2015-01-02	Common Stock	S	9484	$26.72	Disposed	223214	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-31	Restricted Stock Units	$	M	20467	Disposed		Common Stock (20467)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18716	Indirect

Footnotes

F1: Represents shares of common stock transferred to Kevin T. Conroy 2014 Grantor Retained Annuity Trust.

F2: Represents shares of common stock received upon vesting of a restricted stock unit award.

F3: 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.

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

F5: 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.