FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Conroy Kevin T 2. Issuer Name and Ticker or Trading Symbol EXACT SCIENCES CORP [ EXAS ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)         (First)         (Middle)
C/O EXACT SCIENCES CORP., 5505 ENDEAVOR LANE
3. Date of Earliest Transaction (MM/DD/YYYY)
11/2/2020
(Street)
MADISON, WI 53719
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  11/2/2020    S    4393 (1) D $118.32 (2) 916521  D   
Common Stock  11/2/2020    S    1108 (1) D $119.18 (3) 915413  D   
Common Stock  11/2/2020    S    6512 (1) D $120.45 (4) 908901  D   
Common Stock  11/2/2020    S    10229 (1) D $121.52 (5) 898672  D   
Common Stock  11/2/2020    S    9577 (1) D $122.33 (6) 889095  D   
Common Stock  11/2/2020    S    600 (1) D $123.45 (7) 888495  D   
Common Stock  11/2/2020    S    400 (1) D $124.71 (8) 888095 (9) D   
Common Stock                 26305  I  Held in 401(k) Plan 
Common Stock                 21730  I  Held in Grantor Retained Annuity Trust 
Common Stock                 21730  I  Held in Grantor Retained Annuity Trust 
Common Stock                 21729  I  Held in Grantor Retained Annuity Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The sale reported in this field was effected pursuant to a Rule 10b5-1 trading plan, which trading plan was disclosed via Form 8-K filed by Exact Sciences Corporation with the U.S. Securities and Exchange Commission on November 27, 2019.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.81 to $118.69, 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)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.81 to $119.67, 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)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.87 to $120.86, 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)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.92 to $121.91, 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.
(6)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.92 to $122.91, 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.
(7)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.18 to $123.78, 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.
(8)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.36 to $125.02, 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.
(9)  In addition to the shares of Common Stock reported on this Form 4, which total 979,589 shares, Mr. Conroy also holds, in the aggregate, an additional 1,279,310 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Conroy Kevin T
C/O EXACT SCIENCES CORP.
5505 ENDEAVOR LANE
MADISON, WI 53719
X
President and CEO

Signatures
/s/ Kevin T. Conroy by Mark R. Busch, attorney-in-fact 11/3/2020
**Signature of Reporting Person Date
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