Hoof Torsten Form 3 EXACT SCIENCES / Torsten Hoof ownership change

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^*

Hoof Torsten

(Last) (First) (Middle)

C/O EXACT SCIENCES CORP.

441 CHARMANY DRIVE

(Street)

MADISON WI 53719

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/11/2019

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)
General Manager, International

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	3,823	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	1,755	(2)	D
Restricted Stock Units	(3)	(3)	Common Stock	3,643	(2)	D
Restricted Stock Units	(4)	(4)	Common Stock	2,551	(2)	D
Stock Option (right to buy)	(5)	(5)	Common Stock	8,800	41.53	D
Stock Option (right to buy)	(6)	(6)	Common Stock	4,545	43.4	D
Stock Option (right to buy)	(7)	(7)	Common Stock	8,380	94.76	D

Explanation of Responses:

1. Represents a restricted stock unit award that vests in two equal annual installments beginning on February 15, 2020.

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

3. Represents a restricted stock unit award that vests in three equal annual installments beginning on February 15, 2020.

4. Represents a restricted stock unit award that vests in full on August 15, 2020.

5. These options vest and become exercisable in two equal annual installments beginning on September 1, 2020.

6. These options vest and become exercisable in three equal annual installments beginning on January 31, 2020.

7. These options vest and become exercisable in four equal annual installments beginning on January 29, 2020.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Torsten Hoof by Mark Busch, attorney-in-fact	11/21/2019
	** 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).
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