| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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). |
1. Name and Address of Reporting Person*
| C/O EXACT SCIENCES CORPORATION, 100 CAMPUS DRIVE | |
(Street)
| 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 | | Officer (give title below) | | Other (specify below) | |
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3. Date of Earliest Transaction (Month/Day/Year)
07/20/2009 |
4. 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 |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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 |
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Common Stock
| 07/20/2009 | | A | |
5,339
| A | $
0
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172,503
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D
| |
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Common Stock
| | | | | | | |
1,202,787
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I
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See Footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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 Underlying Securities
(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: |
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| June Fontana, Power of Attorney | 07/21/2009 |
| ** 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).
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| 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. |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of
Maneesh Arora, Mark Busch, June Fontana and Kyle Stacey,
signing singly, as the undersigned?s true and lawful attorney-
in-fact to:
(1)execute for and on behalf of the undersigned, in
the undersigned?s capacity as an officer and/or director of
EXACT Sciences Corporation (the ?Company?), Forms 3, 4 and 5
in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder (the ?Exchange Act?), as
well as the Form ID to obtain and/or renew EDGAR codes for use
in connection with the filing of Forms 3, 4 and 5 and any
other related documentation;
(2)do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable to
complete and execute any such Forms 3, 4 or 5, Form ID or
other related documentation, complete and execute any
amendment or amendments thereto, and timely file such forms or
documentation with the United States Securities and Exchange
Commission and any stock exchange or similar authority;
(3)take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-
fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact?s discretion; and
(4)in connection with the preparation and filing of
Forms 3, 4 and 5, seek or obtain, as the undersigned?s
attorney-in-fact and on the undersigned?s behalf, information
regarding transactions in the Company?s securities from any
third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby
authorizes any such person to release any such information to
such attorney-in-fact and approves and ratifies any such
release of information.
The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be
done in connection with the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with
full power of substitution or revocation, herby ratifying and
confirming all that such attorney-in-fact, or such attorney-
in-fact?s substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the
undersigned?s responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
Forms 3, 4, and 5 with respect to the undersigned?s holdings
of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
This Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned?s
obligations under the Exchange Act, including, without
limitation, the reporting requirements under Section 16 of the
Exchange Act. Additionally, although pursuant to this Power
of Attorney the Company will use commercially reasonable
best efforts to timely and accurately file Section 16 reports
on behalf of the undersigned, the Company does not represent
or warrant that it will be able to in all cases timely and
accurately file Section 16 reports on behalf of the
undersigned due to various factors, including, but not limited
to, the shorter deadlines mandated by the Sarbanes-Oxley Act
of 2002, possible time zone differences between the Company
and the undersigned and the Company?s need to rely on other
parties for information, including the undersigned and brokers
of the undersigned.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 17th day of July,
2009.
/s/ Edwin Kania, Jr.
Edwin M. Kania, Jr.