Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CRAWFORD SALLY
  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)
(Last)
(First)
(Middle)
C/O EXACT SCIENCES CORP., 441 CHARMANY DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2014
(Street)

MADISON, WI 53719
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock 10/16/2014   M(1)   5,000 A $ 2.24 217,341 D  
Common Stock 10/16/2014   M(1)   15,000 A $ 2.09 232,341 D  
Common Stock 10/16/2014   M(1)   7,768 A $ 3 240,109 D  
Common Stock 10/16/2014   S(1)   27,768 D $ 22.8418 (2) 212,341 D  
Common Stock 10/17/2014   M(1)   7,232 A $ 3 219,573 D  
Common Stock 10/17/2014   M(1)   15,000 A $ 0.71 234,573 D  
Common Stock 10/17/2014   M(1)   5,536 A $ 3.43 240,109 D  
Common Stock 10/17/2014   S(1)   27,768 D $ 23.6823 (3) 212,341 D  
Common Stock 10/20/2014   M(1)   2,131 A $ 3.43 214,472 D  
Common Stock 10/20/2014   M(1)   15,772 A $ 8.52 230,244 D  
Common Stock 10/20/2014   M(1)   5,257 A $ 8.52 235,501 D  
Common Stock 10/20/2014   M(1)   4,608 A $ 10.18 240,109 D  
Common Stock 10/20/2014   S(1)   27,768 D $ 23.9323 (4) 212,341 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
Stock Option (right to buy) $ 2.24 10/16/2014   M(1)     5,000 07/22/2006 07/22/2015 Common Stock 15,000 $ 0 0 D  
Stock Option (right to buy) $ 2.09 10/16/2014   M(1)     15,000 07/21/2007 07/21/2016 Common Stock 15,000 $ 0 0 D  
Stock Option (right to buy) $ 3 10/16/2014   M(1)     7,768 08/10/2008 08/10/2017 Common Stock 15,000 $ 0 7,232 D  
Stock Option (right to buy) $ 3 10/17/2014   M(1)     7,232 08/10/2008 08/10/2017 Common Stock 7,232 $ 0 0 D  
Stock Option (right to buy) $ 0.71 10/17/2014   M(1)     15,000 07/18/2009 07/18/2018 Common Stock 15,000 $ 0 0 D  
Stock Option (right to buy) $ 3.43 10/17/2014   M(1)     5,536 07/16/2011 07/16/2020 Common Stock 7,667 $ 0 2,131 D  
Stock Option (right to buy $ 3.43 10/20/2014   M(1)     2,131 07/16/2011 07/16/2020 Common Stock 2,131 $ 0 0 D  
Stock Option (right to buy) $ 8.52 10/20/2014   M(1)     15,772 07/28/2014 07/28/2021 Common Stock 15,772 $ 0 0 D  
Stock Option (right to buy) $ 8.52 10/20/2014   M(1)     5,257 07/28/2012 07/28/2021 Common Stock 5,257 $ 0 0 D  
Stock Option (right to buy) $ 10.18 10/20/2014   M(1)     4,608 07/26/2013 07/26/2022 Common Stock 4,608 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CRAWFORD SALLY
C/O EXACT SCIENCES CORP.
441 CHARMANY DRIVE
MADISON, WI 53719
  X      

Signatures

 /s/ Sally Crawford by Mark R. Busch, attorney-in-fact   10/20/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The exercise of these options and the subsequent sale of common stock reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted September 8, 2014. The sales of shares pursuant to this 10b5-1 trading plan and disclosed on this Form 4 reflect the execution of all shares subject to the 10b5-1 trading plan. As a result, the 10b5-1 trading plan has been terminated effective as of the filing of this Form 4.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.65 to $23.11, inclusive. The reporting person undertakes to provide 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 range set forth in this footnote (2) to this Form 4.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 to $24.02, inclusive. The reporting person undertakes to provide 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 range 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 $23.72 to $24.05, inclusive. The reporting person undertakes to provide 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 range set forth in this footnote (4) to this Form 4.

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