X0306 4 2019-01-23 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 2019-01-23 4 M 0 90909 0.00 A 124120 D Common Stock 2019-01-24 4 S 0 19247 77.644 D 104873 D Common Stock 2019-01-24 4 S 0 18968 78.543 D 85905 D Common Stock 2019-01-24 4 S 0 52694 79.484 D 33211 D Common Stock 781 I Held in 401(K) Plan Performance Share Units 2019-01-23 4 M 0 90909 0.00 D Common Stock 90909 0 D Represents 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. The sales reported in this field were effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.03 to $78.02, 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 3 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.035 to $79.01, 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. The 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. In addition to the shares of Common Stock reported on this Form 4, Mr. Elliott also holds, in the aggregate, an additional 167,200 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. 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 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 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 vested on January 2, 2019 and settled into shares of Common Stock on January 23, 2019. /s/ Jeffrey T. Elliott by Mark R. Busch, attorney-in-fact 2019-01-25