SEC Form 4 · accession 0001209191-19-002051
EXACT SCIENCES CORP · EXAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Thomas Elliott
Officer — Chief Financial Officer
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 4:57 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 StockF1 | Oct 31, 2018 | A | 755 | $13.26 | A | 33,211 | D | |
| Common Stock | holding | — | — | — | 781 | I | Held in 401(K) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF2,F3,F4 | — | Jan 2, 2019 | A | 90,909 | A | — | — | Common Stock | 90,909 | 90,909 | D |
Explanation of responses
- F1Represents shares of common stock purchased through Employee Stock Purchase Plan.
- F2Represents a PSU award granted on July 28, 2016 (the "PSU Award") which covered a three-year performance measurement period ending on December 31, 2018 (the "Performance Period") and was described in the Company's proxy statement filed with the Securities and Exchange Commission on April 28, 2017.
- F3Each Performance Share Unit represents a right to receive one share of common stock.
- F4The PSU Award was subject to certain performance-based vesting requirements tied to the growth in the Company's stock price through the end of 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 60,606 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 are immediately vested and will settle into shares of Common Stock within 30 days from the date of issuance.