EXACT SCIENCES CORP — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2016-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-31	Common Stock	A	1558	$5.95	Acquired	29242	Direct
2016-12-31	Common Stock	M	4687	$0.00	Acquired	33929	Direct
2017-01-03	Common Stock	S	1535	$13.61	Disposed	32394	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	Restricted Stock Units	$	M	4687	Disposed		Common Stock (4687)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2524	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 restricted stock units on December 31, 2016.

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 January 1, 2015 that partially vested on December 31, 2016. 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.