Edgar Filing: EXACT SCIENCES CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CRAWFORD SALLY

2. Issuer Name and Ticker or Trading Symbol
EXACT SCIENCES CORP [EXAS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O EXACT SCIENCES CORP., 441 CHARMANY DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2014

(Street)

MADISON, WI 53719

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/16/2014		M⁽¹⁾		5,000	A	$ 2.24	217,341	D
Common Stock	10/16/2014		M⁽¹⁾		15,000	A	$ 2.09	232,341	D
Common Stock	10/16/2014		M⁽¹⁾		7,768	A	$ 3	240,109	D
Common Stock	10/16/2014		S⁽¹⁾		27,768	D	$ 22.8418 ⁽²⁾	212,341	D
Common Stock	10/17/2014		M⁽¹⁾		7,232	A	$ 3	219,573	D
Common Stock	10/17/2014		M⁽¹⁾		15,000	A	$ 0.71	234,573	D
Common Stock	10/17/2014		M⁽¹⁾		5,536	A	$ 3.43	240,109	D
Common Stock	10/17/2014		S⁽¹⁾		27,768	D	$ 23.6823 ⁽³⁾	212,341	D
Common Stock	10/20/2014		M⁽¹⁾		2,131	A	$ 3.43	214,472	D
Common Stock	10/20/2014		M⁽¹⁾		15,772	A	$ 8.52	230,244	D
Common Stock	10/20/2014		M⁽¹⁾		5,257	A	$ 8.52	235,501	D
Common Stock	10/20/2014		M⁽¹⁾		4,608	A	$ 10.18	240,109	D
Common Stock	10/20/2014		S⁽¹⁾		27,768	D	$ 23.9323 ⁽⁴⁾	212,341	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 2.24

10/16/2014

M⁽¹⁾

5,000

07/22/2006

07/22/2015

Common Stock

15,000

$ 0

Stock Option (right to buy)

$ 2.09

10/16/2014

M⁽¹⁾

15,000

07/21/2007

07/21/2016

Common Stock

15,000

$ 0

Stock Option (right to buy)

$ 3

10/16/2014

M⁽¹⁾

7,768

08/10/2008

08/10/2017

Common Stock

15,000

$ 0

7,232

Stock Option (right to buy)

$ 3

10/17/2014

M⁽¹⁾

7,232

08/10/2008

08/10/2017

Common Stock

7,232

$ 0

Stock Option (right to buy)

$ 0.71

10/17/2014

M⁽¹⁾

15,000

07/18/2009

07/18/2018

Common Stock

15,000

$ 0

Stock Option (right to buy)

$ 3.43

10/17/2014

M⁽¹⁾

5,536

07/16/2011

07/16/2020

Common Stock

7,667

$ 0

2,131

Stock Option (right to buy

$ 3.43

10/20/2014

M⁽¹⁾

2,131

07/16/2011

07/16/2020

Common Stock

2,131

$ 0

Stock Option (right to buy)

$ 8.52

10/20/2014

M⁽¹⁾

15,772

07/28/2014

07/28/2021

Common Stock

15,772

$ 0

Stock Option (right to buy)

$ 8.52

10/20/2014

M⁽¹⁾

5,257

07/28/2012

07/28/2021

Common Stock

5,257

$ 0

Stock Option (right to buy)

$ 10.18

10/20/2014

M⁽¹⁾

4,608

07/26/2013

07/26/2022

Common Stock

4,608

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CRAWFORD SALLY C/O EXACT SCIENCES CORP. 441 CHARMANY DRIVE MADISON, WI 53719	X

Signatures

/s/ Sally Crawford by Mark R. Busch, attorney-in-fact		10/20/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The exercise of these options and the subsequent sale of common stock reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted September 8, 2014. The sales of shares pursuant to this 10b5-1 trading plan and disclosed on this Form 4 reflect the execution of all shares subject to the 10b5-1 trading plan. As a result, the 10b5-1 trading plan has been terminated effective as of the filing of this Form 4.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.65 to $23.11, inclusive. The reporting person undertakes to provide 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 range set forth in this footnote (2) to this Form 4.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 to $24.02, inclusive. The reporting person undertakes to provide 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 range set forth in this footnote (3) to this Form 4.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.72 to $24.05, inclusive. The reporting person undertakes to provide 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 range set forth in this footnote (4) to this Form 4.

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