Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Hooker Ana
2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2019
3. Issuer Name and Ticker or Trading Symbol
EXACT SCIENCES CORP [EXAS]
(Last)
(First)
(Middle)
C/O EXACT SCIENCES CORP., 441 CHARMANY DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Operations
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MADISON, WI 53719
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 75,115
D
 
Common Stock 1,359
I
Held in 401(K) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1) Common Stock 12,500 $ (2) D  
Restricted Stock Units   (3)   (3) Common Stock 2,775 $ (2) D  
Restricted Stock Units   (4)   (4) Common Stock 8,600 $ (2) D  
Restricted Stock Units   (5)   (5) Common Stock 10,575 $ (2) D  
Restricted Stock Units   (6)   (6) Common Stock 9,426 $ (2) D  
Stock Option (right to buy)   (7) 03/09/2025 Common Stock 15,000 $ 23.38 D  
Stock Option (right to buy)   (8) 02/28/2026 Common Stock 15,200 $ 5.03 D  
Stock Option (right to buy)   (9) 02/23/2027 Common Stock 30,000 $ 21.68 D  
Stock Option (right to buy)   (10) 02/27/2028 Common Stock 11,700 $ 44.37 D  
Stock Option (right to buy)   (11) 02/26/2029 Common Stock 7,790 $ 92.62 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hooker Ana
C/O EXACT SCIENCES CORP.
441 CHARMANY DRIVE
MADISON, WI 53719
      SVP, Operations  

Signatures

/s/ Ana Hooker by Mark R. Busch, attorney-in-fact 04/29/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents the unvested portion of a restricted stock unit award granted on February 26, 2016. These restricted stock units vest on February 26, 2020.
(2) Each restricted stock unit represents a contingent right to receive one share of common stock.
(3) Represents the unvested portion of a restricted stock unit award granted on February 29, 2016. These restricted stock units vest on February 28, 2020.
(4) Represents the unvested portion of a restricted stock unit award granted on February 23, 2017. These restricted stock units vest in two equal annual installments beginning on February 23, 2020.
(5) Represents the unvested portion of a restricted stock unit award granted on February 27, 2018. These restricted stock units vest in three equal annual installments beginning on February 27, 2020.
(6) Represents a restricted stock unit award granted on February 26, 2019. These restricted stock units vest in four equal annual installments beginning on February 26, 2020.
(7) These options vested and became exercisable in four equal annual installments beginning on March 9, 2016, the first anniversary of the grant date.
(8) 10,150 of these options have vested and become exercisable. The remaining 5,050 options vest and become exercisable on February 28, 2020.
(9) These options vest and become exercisable in four equal annual installments beginning on February 23, 2018, the first anniversary of the grant date.
(10) These options vest and become exercisable in four equal annual installments beginning on February 27, 2019, the first anniversary of the grant date.
(11) These options vest and become exercisable in four equal annual installments beginning on February 26, 2020, the first anniversary of the grant date.

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