EXACT SCIENCES CORP — Major Shareholding Notification 2011

Feb 14, 2011

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Exact Sciences Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

30063P105

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is filed:

| o | Rule
13d-1(b) |
| --- | --- |
| x | Rule
13d-1(c) |
| o | Rule
13d-1(d) |

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

| CUSIP
No. 30063P105 — 1. | Names of Reporting Persons I.R.S. Identification Nos. of
above persons (entities only) D. E. Shaw
& Co., L.P. 13-3695715 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a
Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power -0- |
| | 6. | Shared Voting Power 2,616,284 |
| | 7. | Sole Dispositive Power -0- |
| | 8. | Shared Dispositive Power 2,644,084 |
| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person 2,644,084 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent of Class Represented by
Amount in Row (9) 5.2% | |
| 12. | Type of Reporting Person (See
Instructions) IA,
PN | |

| CUSIP
No. 30063P105 — 1. | Names of Reporting Persons I.R.S. Identification Nos. of
above persons (entities only) David E. Shaw | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a
Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United
States | |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power -0-
6.	Shared Voting Power 2,616,284
7.	Sole Dispositive Power -0-
8.	Shared Dispositive Power 2,644,084

| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person 2,644,084 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
| 11. | Percent of Class Represented by
Amount in Row (9) 5.2% |
| 12. | Type of Reporting Person (See
Instructions) IN |

Item 1.
(a)	Name of
Issuer
	Exact
Sciences
Corporation
(b)	Address of Issuer's Principal
Executive Offices
	441
Charmany Drive Madison,
WI
53719
Item 2.
(a)	Name of Person
Filing
	D. E. Shaw
& Co., L.P. David E. Shaw
(b)	Address of Principal Business
Office or, if none, Residence
	The
business address for each reporting person is: 1166
Avenue of the Americas, 9 th Floor New
York, NY 10036
(c)	Citizenship
	D. E. Shaw
& Co., L.P. is a limited partnership organized under the laws of the
state of Delaware. David E. Shaw
is a citizen of the United States of
America.
(d)	Title of Class of
Securities
	Common
Stock, $0.01 par
value
(e)	CUSIP
Number
	30063P105

Item 3.
Not
Applicable

| Item 4. |
| --- |
| As
of December 31,
2010: (a)
Amount beneficially owned: |

| D. E. Shaw
& Co., L.P.: | 2,644,084
shares This
is composed of (i) 1,413,738 shares in the name of D. E. Shaw Valence
Portfolios, L.L.C., (ii) 1,030,630 shares in the name of D. E. Shaw Oculus
Portfolios, L.L.C., and (iii) 199,716 shares under the management of
D. E. Shaw Investment Management,
L.L.C. |
| --- | --- |
| David E. Shaw: | 2,644,084
shares This
is composed of (i) 1,413,738 shares in the name of D. E. Shaw Valence
Portfolios, L.L.C., (ii) 1,030,630 shares in the name of D. E. Shaw Oculus
Portfolios, L.L.C., and (iii) 199,716 shares under the management of
D. E. Shaw Investment Management,
L.L.C. |

(b) Percent of class:

| D. E. Shaw
& Co., L.P.: | 5.2% |
| --- | --- |
| David E. Shaw: | 5.2% |

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

| D. E. Shaw
& Co., L.P.: | -0-
shares |
| --- | --- |
| David E. Shaw: | -0-
shares |

(ii) Shared power to vote or to direct the vote:

| D. E. Shaw
& Co., L.P.: | 2,616,284
shares |
| --- | --- |
| David E. Shaw: | 2,616,284
shares |

(iii) Sole power to dispose or to direct the disposition of:

| D. E. Shaw
& Co., L.P.: | -0-
shares |
| --- | --- |
| David E. Shaw: | -0-
shares |

(iv) Shared power to dispose or to direct the disposition of:

| D. E. Shaw
& Co., L.P.: | 2,644,084
shares |
| --- | --- |
| David E. Shaw: | 2,644,084
shares |

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the manager and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., and the managing member of D. E. Shaw Investment Management, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 2,616,284 shares, and the shared power to dispose or direct the disposition of 2,644,084 shares, the 2,644,084 shares as described above constituting 5.2% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 2,644,084 shares.

| Item 5. | Ownership of Five Percent or
Less of a Class |
| --- | --- |
| Not
Applicable | |
| Item 6. | Ownership of More than Five
Percent on Behalf of Another Person |
| Not
Applicable | |
| Item 7. | Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person |
| Not
Applicable | |
| Item 8. | Identification and
Classification of Members of the Group |
| Not
Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not
Applicable | |
| Item 10. | Certification |
| By
signing below, each of D. E. Shaw & Co., L.P. and
David E. Shaw certify that, to the best of such reporting
person’s knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having such purposes or
effect. | |

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of Attorney, dated October 24, 2007, granted by David E. Shaw in favor of Rochelle Elias, is attached hereto.

Dated: February 14, 2011

| D. E. Shaw
& Co., L.P. | |
| --- | --- |
| By: | /s/ Rochelle
Elias |
| | Rochelle
Elias Chief
Compliance Officer |

David E. Shaw
By:	/s/ Rochelle
Elias
	Rochelle
Elias Attorney-in-Fact
for
David E. Shaw