EXACT SCIENCES CORP — Director's Dealing 2018

Mar 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2018-02-26

Reporting Person: LIDGARD GRAHAM PETER (Chief Science Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-26	Common Stock	M	4587	$13.96	Acquired	211183	Direct
2018-02-26	Common Stock	S	4587	$42.329	Disposed	206596	Direct
2018-02-26	Common Stock	M	13750	$5.70	Acquired	220346	Direct
2018-02-26	Common Stock	S	13750	$42.188	Disposed	206596	Direct
2018-02-26	Common Stock	M	8900	$0.00	Acquired	215496	Direct
2018-02-27	Common Stock	S	4041	$44.098	Disposed	211455	Direct
2018-02-27	Common Stock	S	12647	$43.45	Disposed	198808	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-26	Stock Option (right to buy)	$13.96	M	4587	Disposed	2024-02-24	Common Stock (4587)	Direct
2018-02-26	Stock Option (right to buy)	$5.70	M	13750	Disposed	2026-02-26	Common Stock (13750)	Direct
2018-02-26	Restricted Stock Units	$	M	8900	Disposed		Common Stock (8900)	Direct
2018-02-27	Stock Option (right to buy)	$44.37	A	16700	Acquired	2028-02-27	Common Stock (16700)	Direct
2018-02-27	Restricted Stock Units	$	A	20100	Acquired		Common Stock (20100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12340	Indirect

Footnotes

F1: Represents shares of common stock received upon exercise of a stock option award.

F2: 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.55, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.525, 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: Represents shares of common stock received upon vesting of a restricted stock unit award.

F6: 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 26, 2018.

F7: 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.

F8: This option vests and becomes exercisable in four equal annual installments beginning on February 24, 2015.

F9: This option vests and becomes exercisable in four equal annual installments beginning on February 26, 2017.

F10: Each restricted stock unit represents a contingent right to receive one share of common stock.

F11: Represents a restricted stock unit award granted on February 26, 2016 that partially vested on February 26, 2018. The restricted stock units vest in four equal annual installments beginning on February 26, 2017.

F12: This option vests and becomes exercisable in four equal annual installments beginning on the first anniversary of the grant date.

F13: These restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date.