EXACT SCIENCES CORP — Director's Dealing 2016

Mar 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2016-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-09	Common Stock	M	6025	$0.00	Acquired	18501	Direct
2016-03-10	Common Stock	S	2175	$6.05	Disposed	16326	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-26	Stock Option (Right to Buy)	$5.70	A	55000	Acquired	2026-02-26	Common Stock (55000)	Direct
2016-02-26	Restricted Stock Units	$	A	85600	Acquired		Common Stock (85600)	Direct
2016-03-09	Restricted Stock Units	$	M	6025	Disposed		Common Stock (6025)	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 March 9, 2016.

F3: These options vest and become exercisable in four equal annual installments beginning on the first anniversary of the grant date.

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

F5: These restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date.

F6: Represents a restricted stock unit award granted on March 9, 2015 that partially vested on March 9, 2016. The restricted stock units vest in four equal annual installments beginning on March 9, 2016.