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 *
Conroy Kevin T
   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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
C/O EXACT SCIENCES CORP., 441 CHARMANY DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
(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 03/01/2016   P(1)   50,000 A $ 5 (2) 687,907 D  
Common Stock               22,842 I Held in 401(K) Account
Common Stock               65,189 I Held in Grantor Retained Annuity Trust

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Conroy Kevin T
C/O EXACT SCIENCES CORP.
441 CHARMANY DRIVE
MADISON, WI 53719		   X     President and CEO  

Signatures

 /s/ Kevin T. Conroy by Mark R. Busch, attorney-in-fact   03/01/2016
**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 reporting person's purchase of Exact Sciences common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 24,511 shares, with the reporting person's sale of (i) 10,750 shares of Exact Sciences common stock at $8.72 on January 4, 2016; (ii) 6,866 shares of Exact Sciences common stock at $6.39 on February 23, 2016 and (iii) 6,895 shares of Exact Sciences common stock at $5.81 on February 26, 2016. All three of the foregoing sales were executed pursuant to a 10b5-1 Sell-to-Cover Plan to pay withholding taxes due in connection with the vesting of certain restricted stock units. The reporting person has agreed to pay to Exact Sciences, upon settlement of the purchase, $55,099, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.
(2) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.98 to $5.00, 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 (2) to this Form 4.

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