X0306 4 2019-01-02 0 0001124140 EXACT SCIENCES CORP EXAS 0001689757 Elliott Jeffrey Thomas C/O EXACT SCIENCES CORP. 441 CHARMANY DRIVE MADISON WI 53719 0 1 0 0 Chief Financial Officer Common Stock 2018-10-31 5 A 0 E 755 13.26 A 33211 D Common Stock 781 I Held in 401(K) Plan Performance Share Units 2019-01-02 4 A 0 90909 0.00 A Common Stock 90909 90909 D Represents shares of common stock purchased through Employee Stock Purchase Plan. Represents 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. Each Performance Share Unit represents a right to receive one share of common stock. The 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. /s/ Jeffrey T. Elliott by Mark R. Busch, attorney-in-fact 2019-01-04