Exact Sciences Corp (EXAS): D. E. Shaw Boosts Stake In High-Flying Stock

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Exact Sciences Corporation

(Name of Issuer)

Common stock, par value $0.01

(Title of Class of Securities)

 

 

30063P105

(CUSIP Number)

 

 

July 22, 2016

(Date of Event Which Requires Filing of
this Statement)

Check the following box to designate the rule pursuant to which
the Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

CUSIP No. 30063P105
	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw & Co., L.P. 13-3695715
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	[     ]
		(b)	[     ]
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power -0-
			6.	Shared Voting Power 4,901,901
			7.	Sole Dispositive Power -0-
			8.	Shared Dispositive Power 4,927,101
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,927,101
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [     ]
	11.	Percent of Class Represented by Amount in Row (9) 5.0%
	12.	Type of Reporting Person (See Instructions) IA, PN

CUSIP No. 30063P105
	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) David E. Shaw
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	[     ]
		(b)	[     ]
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power -0-
			6.	Shared Voting Power 4,901,901
			7.	Sole Dispositive Power -0-
			8.	Shared Dispositive Power 4,927,101
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,927,101
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [     ]
	11.	Percent of Class Represented by Amount in Row (9) 5.0%
	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer
		Exact Sciences Corporation
	(b)	Address of Issuer’s Principal Executive Offices
		441 Charmany Drive Madison, WI 53719
Item 2.
	(a)	Name of Person Filing
		D. E. Shaw & Co., L.P. David E. Shaw
	(b)	Address of Principal Business Office or, if none, Residence
		The business address for each reporting person is: 1166 Avenue of the Americas, 9th Floor New York, NY 10036
	(c)	Citizenship
		D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America.
	(d)	Title of Class of Securities
		Common stock, par value $0.01
	(e)	CUSIP Number
		30063P105
Item 3.		If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable
Item 4.		Ownership

As of July 22, 2016:

(a)

Amount beneficially owned:

	D. E. Shaw & Co., L.P.:	4,927,101 shares This is composed of (i) 2,957,036 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 1,658,971 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iii) 161 shares in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and (iv) 310,933 shares under the management of D. E. Shaw Investment Management, L.L.C.
	David E. Shaw:	4,927,101 shares This is composed of (i) 2,957,036 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 1,658,971 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iii) 161 shares in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and (iv) 310,933 shares under the management of D. E. Shaw Investment Management, L.L.C.

(b)

Percent of class:

	D. E. Shaw & Co., L.P.:	5.0%
	David E. Shaw:	5.0%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote:

	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares

(ii)

Shared power to vote or to direct the vote:

	D. E. Shaw & Co., L.P.:	4,901,901 shares
	David E. Shaw:	4,901,901 shares

(iii)

Sole power to dispose or to direct the disposition of:

	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares

(iv)

Shared power to dispose or to direct the disposition of:

	D. E. Shaw & Co., L.P.:	4,927,101 shares
	David E. Shaw:	4,927,101 shares

David E. Shaw does not own any shares directly. By virtue of
David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of
D. E. Shaw & Co., L.P., which in turn is the manager and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., the investment
adviser of D. E. Shaw Oculus Portfolios, L.L.C., and the managing member of (i) D. E. Shaw Investment Management, L.L.C., and (ii)
D. E. Shaw Adviser, L.L.C., which in turn is the investment adviser of D. E. Shaw Asymptote Portfolios, L.L.C., and by virtue of
David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member
of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Oculus Portfolios, L.L.C. and the managing
member of D. E. Shaw Manager, L.L.C., which in turn is the manager of D. E. Shaw Asymptote Portfolios, L.L.C., David E. Shaw may
be deemed to have the shared power to vote or direct the vote of 4,901,901 shares, and the shared power to dispose or direct the
disposition of 4,927,101 shares, the 4,927,101 shares as described above constituting 5.0% of the outstanding shares and, therefore,
David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of
such 4,927,101 shares.

Item 5.	Ownership of Five Percent or Less of a Class
Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not Applicable
Item 8.	Identification and Classification of Members of the Group
Not Applicable
Item 9.	Notice of Dissolution of Group
Not Applicable
Item 10.	Certification

By signing below, each of D. E. Shaw & Co., L.P.
and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes
or effect.

 

SIGNATURE

After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of
Attorney, dated December 16, 2014, granted by David E. Shaw in favor of Nathan Thomas, is attached hereto.

Dated: August 1, 2016

	D. E. Shaw & Co., L.P.
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Chief Compliance Officer
	David E. Shaw
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Attorney-in-Fact for David E. Shaw