Filing Details

Accession Number:
0001209191-19-005426
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-01-25 18:48:26
Reporting Period:
2019-01-23
Accepted Time:
2019-01-25 18:48:26
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1124140 Exact Sciences Corp EXAS Services-Commercial Physical & Biological Research (8731) 204782291
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1689757 Thomas Jeffrey Elliott C/O Exact Sciences Corp.
441 Charmany Drive
Madison WI 53719
Chief Financial Officer No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2019-01-23 90,909 $0.00 124,120 No 4 M Direct
Common Stock Disposition 2019-01-24 19,247 $77.64 104,873 No 4 S Direct
Common Stock Disposition 2019-01-24 18,968 $78.54 85,905 No 4 S Direct
Common Stock Disposition 2019-01-24 52,694 $79.48 33,211 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
No 4 S Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Performance Share Units Disposition 2019-01-23 90,909 $0.00 90,909 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 M Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 781 Indirect Held in 401(K) Plan
Footnotes
  1. Represents shares of common stock received upon settlement of a performance share unit award (the "PSU Award") on January 23, 2019, which is described further in Footnote 7 to this Form 4.
  2. The sales reported in this field were effected pursuant to a Rule 10b5-1 trading plan.
  3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.03 to $78.02, inclusive. The reporting person undertakes to provide to Exact Sciences Corporation, any security holder of Exact Sciences Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Footnote 3 to this Form 4.
  4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.035 to $79.01, inclusive. The reporting person undertakes to provide to Exact Sciences Corporation, any security holder of Exact Sciences Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Footnote 4 to this Form 4.
  5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.09 to $79.515, inclusive. The reporting person undertakes to provide to Exact Sciences Corporation, any security holder of Exact Sciences Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Footnote 5 to this Form 4.
  6. In addition to the shares of Common Stock reported on this Form 4, Mr. Elliott also holds, in the aggregate, an additional 167,200 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.
  7. Each Performance Share Unit represents a right to receive one share of common stock.
  8. The PSU Award was subject to certain performance-based vesting requirements tied to the growth in the Company's stock price through the three-year period ending December 31, 2018 (the "Performance Period") as calculated by reference to the 20 trading day trailing average closing price of the Company's common stock (the "Stock Price") as of the last day of the Performance Period compared to such Stock Price as of the beginning of the Performance Period. The Stock Price as of the last day of the Performance Period was $67.25, representing a greater than 760% increase from the $8.85 Stock Price at the beginning of the Performance Period. At target, the PSU Award covered 60,606 PSUs. Because the Stock Price at the end of the Performance Period well exceeded the maximum target Stock Price, the reporting person earned the maximum number of PSUs to which he was entitled under the PSU Award. The PSUs vested on January 2, 2019 and settled into shares of Common Stock on January 23, 2019.