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EXACT SCIENCES CORP Director's Dealing 2018

Feb 28, 2018

30597_dirs_2018-02-27_ad2b45d5-3d14-41c1-900f-cc51c7eecd22.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-02-23 Common Stock M 34325 $0.00 Acquired 864377 Direct
2018-02-24 Common Stock M 19500 $0.00 Acquired 883877 Direct
2018-02-26 Common Stock S 25319 $42.338 Disposed 858558 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-02-23 Restricted Stock Units $ M 34325 Disposed Common Stock (34325) Direct
2018-02-24 Restricted Stock Units $ M 19500 Disposed Common Stock (19500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 25580 Indirect
Common Stock 65189 Indirect

Footnotes

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

F2: 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.

F3: In addition to the shares of Common Stock and restricted stock units reported on this Form 4, which total 1,052,302 shares, Mr. Conroy also holds, in the aggregate, an additional 1,131,872 vested and unvested options to purchase shares of Common Stock and restricted stock units, with each restricted stock unit representing a contingent right to receive one share of Common Stock.

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 23, 2017 that partially vested on February 23, 2018. The restricted stock units vest in four equal annual installments beginning on February 23, 2018.

F6: 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.