EXACT SCIENCES CORP — Director's Dealing 2017

Mar 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2017-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Stock	S	7577	$21.57	Disposed	784930	Direct
2017-02-24	Common Stock	M	19500	$0.00	Acquired	804430	Direct
2017-02-26	Common Stock	M	20025	$0.00	Acquired	824455	Direct
2017-02-27	Common Stock	S	19557	$21.48	Disposed	804898	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-24	Restricted Stock Units	$	M	19500	Disposed		Common Stock (19500)	Direct
2017-02-26	Restricted Stock Units	$	M	20025	Disposed		Common Stock (20025)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24990	Indirect
Common Stock	65189	Indirect

Footnotes

F1: 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 February 22, 2017.

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 restricted stock units on February 24, 2017 and February 26, 2017.

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 24, 2014 that partially vested on February 24, 2017. The restricted stock units vest in four equal annual installments beginning on February 24, 2015.

F6: Represents a restricted stock unit award granted on February 26, 2016 that partially vested on February 26, 2017. The restricted stock units vest in four equal annual installments beginning on February 26, 2017.