EXACT SCIENCES CORP — Director's Dealing 2017

Jul 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2017-07-27

Reporting Person: ARORA MANEESH (Director, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-12	Common Stock	G	9300	$0.00	Disposed	55700	Indirect
2016-05-11	Common Stock	G	41994	$0.00	Disposed	13706	Indirect
2017-05-09	Common Stock	G	13706	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-27	Stock Option (right to buy)	$21.68	A	132000	Acquired	2027-02-23	Common Stock (132000)	Direct
2017-07-27	Restricted Stock Units	$	A	75500	Acquired		Common Stock (75500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	621339	Direct
Common Stock	13198	Indirect

Footnotes

F1: Represents a distribution of securities by the independent trustee of the Maneesh K. Arora 2014 Grantor Retained Annuity Trust (the "Trust") back to the insider in satisfaction of the Trust's annuity obligations.

F2: This option award was granted by the Compensation Committee of the Board of Directors of Exact Sciences Corporation (the "Company") on February 23, 2017, contingent upon stockholder approval of Amendment No. 1 to the Company's 2010 Omnibus Long-Term Incentive Plan (As Amended and Restated Effective April 28, 2015) (the "Plan Amendment"). The Company's stockholders approved the Plan Amendment at the Company's 2017 Annual Meeting of Stockholders on July 27, 2017.

F3: These options vest and become exercisable in four equal annual installments beginning on February 23, 2018.

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

F5: This restricted stock unit award was granted by the Compensation Committee of the Company's Board of Directors on February 23, 2017, contingent upon stockholder approval of the Plan Amendment. The Company's stockholders approved the Plan Amendment at the Company's 2017 Annual Meeting of Stockholders on July 27, 2017.

F6: These restricted stock units vest in four equal annual installments beginning on February 23, 2018.