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Filing Details

Accession Number:: 0001209191-19-005424
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-01-25 18:46:56
Reporting Period:: 2019-01-24

Accepted Time:: 2019-01-25 18:46:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1124140	Exact Sciences Corp	EXAS	Services-Commercial Physical & Biological Research (8731)	204782291

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1306119	T Kevin Conroy	C/O Exact Sciences Corp. 441 Charmany Drive Madison WI 53719	President And Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2019-01-24	304,397	$0.00	1,190,408	No	4	M	Direct
Common Stock	Disposition	2019-01-25	34,853	$78.80	1,155,555	No	4	S	Direct
Common Stock	Disposition	2019-01-25	28,605	$79.89	1,126,950	No	4	S	Direct
Common Stock	Disposition	2019-01-25	36,453	$80.78	1,090,497	No	4	S	Direct
Common Stock	Disposition	2019-01-25	181,250	$81.90	909,247	No	4	S	Direct
Common Stock	Disposition	2019-01-25	23,236	$82.49	886,011	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Performance Share Units	Disposition	2019-01-24	304,397	$0.00	304,397	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	25,587	Indirect	Held in 401(K) Plan
Common Stock	65,189	Indirect	Held in Grantor Retained Annuity Trust

Footnotes

Represents shares of Common Stock received upon settlement of a performance share unit award (the "PSU Award") on January 23, 2019, which is described further in Footnote 5 to this Form 4.
The sales reported in this field were effected pursuant to a Rule 10b5-1 trading plan.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.32 to$79.25, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.32 to $81.31, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.32 to $81.29, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.33 to $82.31, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.32 to $82.48, 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.
In addition to the shares of Common Stock reported on this Form 4, which total 976,787 shares, Mr. Conroy also holds, in the aggregate, an additional 1,177,508 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.
Each Performance Share Unit represents a contingent to receive one share of common stock.
The PSU Award was subject to certain performance-based vesting requirements tied to the growth in the Company's stock price through the three-year period ending December 31, 2018 (the "Performance Period") as calculated by reference to the 20 trading day trailing average closing price of the Company's common stock (the "Stock Price") as of the last day of the Performance Period compared to such Stock Price as of the beginning of the Performance Period. The Stock Price as of the last day of the Performance Period was $67.25, representing a greater than 760% increase from the $8.85 Stock Price at the beginning of the Performance Period. At target, the PSU Award covered 202,931 PSUs. Because the Stock Price at the end of the Performance Period well exceeded the maximum target Stock Price, the reporting person earned the maximum number of PSUs to which he was entitled under the PSU Award. The PSUs vested on January 2, 2019 and settled into shares of Common Stock on January 24, 2019.