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Form 4 EXACT SCIENCES CORP For: Mar 09 Filed by: LIDGARD GRAHAM PETER

March 13, 2018 9:38 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
LIDGARD GRAHAM PETER
(Last) (First) (Middle)
C/O EXACT SCIENCES CORP.
441 CHARMANY DRIVE
(Street)
MADISON WI 53719
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXACT SCIENCES CORP [ EXAS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Science Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/09/2018   M   6,125 (1) A $ 23.38 200,074 D  
Common Stock 03/09/2018   S   6,125 (2) D $ 50.939 (3) 193,949 D  
Common Stock 03/09/2018   M   8,425 (4) A $ 0 202,374 D  
Common Stock 03/12/2018   S   3,961 (5) D $ 52.194 198,413 D  
Common Stock 03/13/2018   S   4,464 (2) D $ 53.21 193,949 D  
Common Stock               12,340 I Held in 401(K) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 23.38 03/09/2018   M     6,125   (6) 03/09/2025 Common Stock 6,125 $ 0 6,125 D  
Restricted Stock Units (7) 03/09/2018   M     8,425   (8)   (8) Common Stock 8,425 $ 0 8,425 D  
Explanation of Responses:
1. Represents shares of common stock received upon exercise of a stock option award.
2. The sales reported in this field were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2017.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.85 to $50.96, 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 (3) to this Form 4.
4. Represents shares of common stock received upon vesting of a restricted stock unit award.
5. 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 March 9, 2018.
6. This option vests and becomes exercisable in four equal annual installments beginning on March 9, 2016.
7. Each restricted stock unit represents a contingent right to receive one share of common stock.
8. Represents a restricted stock unit award granted on March 9, 2015 that partially vested on March 9, 2018. The restricted stock units vest in four equal annual installments beginning on March 9, 2016.
/s/ Graham Peter Lidgard by Mark R. Busch, attorney-in-fact 03/13/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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