SEC Form 4 · accession 0001209191-19-005425
EXACT SCIENCES CORP · EXAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
D Scott Coward
Officer — Chief Administrative Officer
Period of report
Jan 23, 2019
Accepted (ET)
Jan 25, 2019 · 6:47 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 | Jan 23, 2019 | M | 169,109 | $0.00 | A | 248,072 | D | |
| Common StockF2,F3 | Jan 24, 2019 | S | 63,078 | $77.79 | D | 184,994 | D | |
| Common StockF2,F4 | Jan 24, 2019 | S | 99,231 | $78.404 | D | 85,763 | D | |
| Common StockF2,F5,F6 | Jan 24, 2019 | S | 6,800 | $79.306 | D | 78,963 | D | |
| Common Stock | holding | — | — | — | 3,689 | 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 UnitsF7,F8 | — | Jan 23, 2019 | M | 169,109 | D | — | — | Common Stock | 169,109 | 0 | D |
Explanation of responses
- F1Represents 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 7 to this Form 4.
- F2The sales reported in this field were effected pursuant to a Rule 10b5-1 trading plan.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.03 to $78.025, 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 $78.03 to $79.02, 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 $79.09 to $79.515, 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 reported on this Form 4, Mr. Coward also holds, in the aggregate, an additional 271,675 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.
- F7Each Performance Share Unit represents a right to receive one share of common stock.
- F8The 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 112,740 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 23, 2019.