President and CEO Conroy Kevin T exercised 66,723 shares at a strike of $22.38 and covered exercise/tax liability with 48,929 shares, increasing direct ownership by 2% to 1,154,340 units (SEC Form 4)
$EXAS
Medical Specialities
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EXACT SCIENCES CORP [ EXAS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/07/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 03/07/2025 | M(1) | 66,723 | A | $22.38 | 1,203,269 | D | |||
| Common Stock | 03/07/2025 | F(1) | 48,929 | D | $47.06 | 1,154,340(2) | D | |||
| Common Stock | 28,597 | I | Held in 401(k) Plan | |||||||
| Common Stock | 73,280 | I | Held in Grantor Retained Annuity Trust | |||||||
| Common Stock | 72,067 | I | Held in Grantor Retained Annuity Trust | |||||||
| Common Stock | 21,730 | I | Held in Grantor Retained Annuity Trust | |||||||
| Common Stock | 21,730 | I | Held in Grantor Retained Annuity Trust | |||||||
| Common Stock | 21,729 | I | Held in Grantor Retained Annuity Trust | |||||||
| Common Stock | 101,500 | I | Held in Grantor Retained Annuity Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Stock Options (Right to Buy) | $22.38 | 03/07/2025 | M(1) | 66,723 | 03/09/2016 | 03/09/2025 | Common Stock | 66,723 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Mr. Conroy was awarded 71,000 stock options on March 9, 2015. 66,723 of these stock options were not exercised during the 10-year term of the award. Under the terms of the options, they were automatically exercised on the business day preceding the expiration date of the options, and 48,929 shares were withheld from Mr. Conroy to pay the exercise price and taxes due upon exercise of the options. As a result, Mr. Conroy increased his holdings of Exact Sciences shares by 17,794 shares or approximately 1.6%. |
| 2. In addition to the shares of Common Stock reported on this Form 4, which total 1,494,973 shares, Mr. Conroy also holds, in the aggregate, an additional 663,578 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. |
| /s/ Kevin T. Conroy by Mark Busch, attorney-in- fact | 03/10/2025 | |
| ** 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 4 (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. | ||