EXACT SCIENCES CORP — Director's Dealing 2017

Oct 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2017-09-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-29	Common Stock	M	4688	$0.00	Acquired	64991	Direct
2017-10-02	Common Stock	S	2231	$47.147	Disposed	62760	Direct
2017-10-02	Common Stock	S	26884	$47.163	Disposed	35876	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-29	Restricted Stock Units	$	M	4688	Disposed		Common Stock (4688)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3363	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 September 30, 2017.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 1, 2017.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.641 to $47.530, 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 (4) to this Form 4.

F5: Each restricted stock unit represents a contingent right to receive one share of common stock.

F6: Represents a restricted stock unit award granted on January 1, 2015 that partially vested on September 30, 2017. The restricted stock units vest as follows: one-quarter on the first anniversary of the grant date and the balance in equal quarterly installments over the three year period beginning on the one-year anniversary of the grant date.