EXACT SCIENCES CORP — Director's Dealing 2017

Dec 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2017-12-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-06	Common Stock	M	121849	$0.83	Acquired	951901	Direct
2017-12-06	Common Stock	S	93479	$53.346	Disposed	858422	Direct
2017-12-06	Common Stock	S	28370	$53.805	Disposed	830052	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-06	Stock Option (right to buy)	$0.83	M	121849	Disposed	2019-03-18	Common Stock (121849)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24990	Indirect
Common Stock	65189	Indirect

Footnotes

F1: As previously announced by Exact Sciences Corporation in its Current Report on Form 8-K filed on August 11, 2017, the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2017 which covers only the remaining portion of a stock option granted to Mr. Conroy in March 2009 that expires in March 2019.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.72 to $53.715, 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.72 to $54.03, 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 (3) to this Form 4.

F4: In addition to the shares of Common Stock and options to purchase Common Stock reported on this Form 4, which total 1,544,586 shares, Mr. Conroy also holds, in the aggregate, an additional 1,125,158 vested and unvested options to purchase shares of Common Stock and restricted stock units, with each restricted stock unit representing a contingent right to receive one share of Common Stock.