EXACT SCIENCES CORP — Director's Dealing 2016

Mar 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2016-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	P	50000	$5.00	Acquired	687907	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22842	Indirect
Common Stock	65189	Indirect

Footnotes

F1: The reporting person's purchase of Exact Sciences common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 24,511 shares, with the reporting person's sale of (i) 10,750 shares of Exact Sciences common stock at $8.72 on January 4, 2016; (ii) 6,866 shares of Exact Sciences common stock at $6.39 on February 23, 2016 and (iii) 6,895 shares of Exact Sciences common stock at $5.81 on February 26, 2016. All three of the foregoing sales were executed pursuant to a 10b5-1 Sell-to-Cover Plan to pay withholding taxes due in connection with the vesting of certain restricted stock units. The reporting person has agreed to pay to Exact Sciences, upon settlement of the purchase, $55,099, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

F2: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.98 to $5.00, inclusive. The reporting person undertakes to provide to Exact Sciences Corporation, any security holder of Exact Sciences Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.