SEC Form 4 · accession 0001209191-19-014801
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
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 8:10 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 StockF1 | Feb 26, 2019 | M | 20,025 | $0.00 | A | 923,961 | D | |
| Common StockF2 | Feb 27, 2019 | S | 9,169 | $95.074 | D | 914,792 | D | |
| Common StockF3,F4 | Feb 27, 2019 | M | 20,575 | $0.00 | A | 935,367 | D | |
| Common Stock | holding | — | — | — | 25,913 | I | Held in 401(K) Plan | |
| 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | Feb 26, 2019 | M | 20,025 | D | — | — | Common Stock | 20,025 | 20,025 | D |
| Stock Option (right to buy)F7 | $92.62 | Feb 26, 2019 | A | 34,110 | A | Feb 26, 2020 | Feb 26, 2029 | Common Stock | 34,110 | 34,110 | D |
| Restricted Stock UnitsF5,F8 | — | Feb 26, 2019 | A | 37,248 | A | — | — | Common Stock | 37,248 | 37,248 | D |
| Restricted Stock UnitsF5,F9 | — | Feb 27, 2019 | M | 20,575 | D | — | — | Common Stock | 20,575 | 61,725 | D |
Explanation of responses
- F1Represents shares of common stock received upon vesting of a restricted stock unit award on February 26, 2019.
- F2Represents shares sold pursuant to a Sell-to-Cover Rule 10b5-1 Plan to pay withholding taxes due in connection with the vesting of certain restricted stock units on February 26, 2019.
- F3Represents shares of common stock received upon vesting of a restricted stock unit award on February 27, 2019.
- F4In addition to the shares of Common Stock reported on this Form 4, which total 1,026,469 shares, Mr. Conroy also holds, in the aggregate, an additional 1,173,941 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.
- F5Each restricted stock unit represents a contingent right to receive one share of common stock.
- F6Represents a restricted stock unit award granted on February 26, 2016 that partially vested on February 26, 2019. The restricted stock units vest in four equal annual installments beginning on February 26, 2017.
- F7These options vest and become exercisable in four equal annual installments beginning on the first anniversary of the grant date.
- F8These restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date.
- F9Represents a restricted stock unit award granted on February 27, 2018 that partially vested on February 27, 2019. The restricted stock units vest in four equal annual installments beginning on February 27, 2019.