EXACT SCIENCES CORP — Director's Dealing 2018

Feb 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXACT SCIENCES CORP (EXAS)
CIK: 0001124140
Period of Report: 2018-02-23

Reporting Person: LIDGARD GRAHAM PETER (Chief Science Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-23	Common Stock	M	11575	$0.00	Acquired	205524	Direct
2018-02-23	Common Stock	M	20250	$21.68	Acquired	225774	Direct
2018-02-23	Common Stock	S	14500	$39.597	Disposed	211274	Direct
2018-02-23	Common Stock	S	5750	$40.21	Disposed	205524	Direct
2018-02-24	Common Stock	M	8250	$0.00	Acquired	213774	Direct
2018-02-26	Common Stock	S	7178	$42.338	Disposed	206596	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-23	Restricted Stock Units	$	M	11575	Disposed		Common Stock (11575)	Direct
2018-02-23	Stock Option (right to buy)	$21.68	M	20250	Disposed		Common Stock (20250)	Direct
2018-02-24	Restricted Stock Units	$	M	8250	Disposed		Common Stock (8250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12340	Indirect

Footnotes

F1: Represents shares of common stock received upon vesting of a restricted stock unit award.

F2: Represents shares of common stock received upon exercise of a stock option award.

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 10, 2017.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.00 to $39.96, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.90, 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 (5) to this Form 4.

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 23, 2018 and February 24, 2018.

F7: Each restricted stock unit represents a contingent right to receive one share of common stock.

F8: Represents a restricted stock unit award granted on February 23, 2017 that partially vested on February 23, 2018. The restricted stock units vest in four equal annual installments beginning on February 23, 2018.

F9: This option vests in four equal annual installments beginning on February 23, 2018.

F10: Represents a restricted stock unit award granted on February 24, 2014 that partially vested on February 24, 2018. The restricted stock units vest in four equal annual installments beginning on February 24, 2015.