SEC Form 4 · accession 0001209191-18-005361

EXACT SCIENCES CORP · EXAS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kevin T Conroy

Officer — President and CEO · Director

Period of report

Jan 23, 2018

Accepted (ET)

Jan 25, 2018 · 4:10 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001124140

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 23, 2018	M	110,439	$0.83	A	940,491	D
Common Stock^F2	Jan 23, 2018	S	12,077	$48.867	D	928,414	D
Common Stock^F3	Jan 23, 2018	S	26,738	$49.544	D	901,676	D
Common Stock^F4	Jan 23, 2018	S	41,588	$50.722	D	860,088	D
Common Stock^F5,F6	Jan 23, 2018	S	30,036	$51.66	D	830,052	D
Common Stock	holding	—	—		—	25,000	I	Held in 401(K) Account
Common Stock	holding	—	—		—	65,189	I	Held in Grantor Retained Annuity Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)	$0.83	Jan 23, 2018	M	110,439	D	Mar 18, 2013	Mar 18, 2019	Common Stock	110,439	265,002	D

Explanation of responses

F1As previously announced by Exact Sciences Corporation in its Current Report on Form 8-K filed on August 11, 2017, the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2017 which covers only the remaining portion of a stock option granted to Mr. Conroy in March 2009 that expires in March 2019.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.15 to $49.145, 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 (2) to this Form 4.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.155 to $50.15, 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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.17 to $51.16, 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 (4) to this Form 4.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.17 to $52.09, 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 (5) to this Form 4.
F6In addition to the shares of Common Stock and options to purchase Common Stock reported on this Form 4, which total 1,185,243 shares, Mr. Conroy also holds, in the aggregate, an additional 1,125,158 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.