EXACT SCIENCES CORP — Director's Dealing 2016

Oct 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2016-09-30

Reporting Person: COWARD D SCOTT (SVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-30	Common Stock	M	4688	$0.00	Acquired	29385	Direct
2016-10-03	Common Stock	S	1701	$17.98	Disposed	27684	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-30	Restricted Stock Units	$	M	4688	Disposed		Common Stock (4688)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2524	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 restricted stock units on September 30, 2016.

F3: Each restricted stock unit represents a contingent right to receive one share of common stock.

F4: Represents a restricted stock unit award granted on January 1, 2015 that partially vested on September 30, 2016. The restricted stock units vest as follows: one-quarter on the first anniversary of the grant date and the balance in equal quarterly installments over the three year period beginning on the one-year anniversary of the grant date.