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: LIDGARD GRAHAM PETER (Chief Science Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-01	Common Stock	A	1241	$7.72	Acquired	206575	Direct
2015-12-31	Common Stock	M	6566	$0.00	Acquired	213141	Direct
2016-01-04	Common Stock	S	3463	$8.72	Disposed	209678	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-31	Restricted Stock Units	$	M	6566	Disposed		Common Stock (6566)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8651	Indirect

Footnotes

F1: Represents shares purchased through Employee Stock Purchase Plan.

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, 2015.

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.