SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hooker Ana

(Last)

(First)

(Middle)

C/O EXACT SCIENCES CORP.

441 CHARMANY DRIVE

(Street)

MADISON

53719

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2019

3. Issuer Name and Ticker or Trading Symbol
EXACT SCIENCES CORP [ EXAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	75,115	D
Common Stock	1,359	I	Held in 401(K) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	12,500	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	2,775	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	8,600	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	10,575	⁽²⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	9,426	⁽²⁾	D
Stock Option (right to buy)	⁽⁷⁾	03/09/2025	Common Stock	15,000	$23.38	D
Stock Option (right to buy)	⁽⁸⁾	02/28/2026	Common Stock	15,200	$5.03	D
Stock Option (right to buy)	⁽⁹⁾	02/23/2027	Common Stock	30,000	$21.68	D
Stock Option (right to buy)	⁽¹⁰⁾	02/27/2028	Common Stock	11,700	$44.37	D
Stock Option (right to buy)	⁽¹¹⁾	02/26/2029	Common Stock	7,790	$92.62	D

Explanation of Responses:

1. Represents the unvested portion of a restricted stock unit award granted on February 26, 2016. These restricted stock units vest on February 26, 2020.

2. Each restricted stock unit represents a contingent right to receive one share of common stock.

3. Represents the unvested portion of a restricted stock unit award granted on February 29, 2016. These restricted stock units vest on February 28, 2020.

4. Represents the unvested portion of a restricted stock unit award granted on February 23, 2017. These restricted stock units vest in two equal annual installments beginning on February 23, 2020.

5. Represents the unvested portion of a restricted stock unit award granted on February 27, 2018. These restricted stock units vest in three equal annual installments beginning on February 27, 2020.

6. Represents a restricted stock unit award granted on February 26, 2019. These restricted stock units vest in four equal annual installments beginning on February 26, 2020.

7. These options vested and became exercisable in four equal annual installments beginning on March 9, 2016, the first anniversary of the grant date.

8. 10,150 of these options have vested and become exercisable. The remaining 5,050 options vest and become exercisable on February 28, 2020.

9. These options vest and become exercisable in four equal annual installments beginning on February 23, 2018, the first anniversary of the grant date.

10. These options vest and become exercisable in four equal annual installments beginning on February 27, 2019, the first anniversary of the grant date.

11. These options vest and become exercisable in four equal annual installments beginning on February 26, 2020, the first anniversary of the grant date.

Remarks:

	/s/ Ana Hooker by Mark R. Busch, attorney-in-fact	04/29/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.