| 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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78,033
|
D
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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/ Lance Willsey
Lance Willsey
4836-5528-5251.01