EXACT SCIENCES CORP — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2015-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	G	395	$0.00	Disposed	339280	Direct
2015-04-21	Common Stock	G	1000	$0.00	Disposed	338280	Direct
2015-06-30	Common Stock	G	340	$0.00	Disposed	337940	Direct
2015-09-21	Common Stock	G	787	$0.00	Disposed	337153	Direct
2015-12-31	Common Stock	M	20466	$0.00	Acquired	357619	Direct
2016-01-04	Common Stock	S	10750	$8.72	Disposed	346869	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-31	Restricted Stock Units	$	M	20466	Disposed		Common Stock (20466)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19116	Indirect
Common Stock	65189	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 shares of restricted stock on December 31, 2015.

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 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.