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
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

LIDGARD GRAHAM PETER	2. Issuer Name and Ticker or Trading Symbol

EXACT SCIENCES CORP [ EXAS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Science Officer	
(Last)          (First)          (Middle)

C/O EXACT SCIENCES CORP., 441 CHARMANY DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY)

2/26/2018		
(Street)

MADISON, WI 53719
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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  	2/26/2018  	 	M	  	4587   (1)	A	$13.96  	211183  	D  	 	
Common Stock  	2/26/2018  	 	S	  	4587   (2)	D	$42.329   (3)	206596  	D  	 	
Common Stock  	2/26/2018  	 	M	  	13750   (1)	A	$5.70  	220346  	D  	 	
Common Stock  	2/26/2018  	 	S	  	13750   (2)	D	$42.188   (4)	206596  	D  	 	
Common Stock  	2/26/2018  	 	M	  	8900   (5)	A	$0.00  	215496  	D  	 	
Common Stock  	2/27/2018  	 	S	  	4041   (6)	D	$44.098   (6)	211455  	D  	 	
Common Stock  	2/27/2018  	 	S	  	12647   (7)	D	$43.45  	198808  	D  	 	
Common Stock  	 	 	 	  	 	 	 	12340  	I  	Held in 401(K) Account  	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	7. Title and Amount of Securities Underlying Derivative Security
(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)  	$13.96  	2/26/2018  	 	M  	  	  	4587   	  (8)	2/24/2024  	Common Stock  	4587  	$0.00  	7163  	D  	 	
Stock Option (right to buy)  	$5.70  	2/26/2018  	 	M  	  	  	13750   	  (9)	2/26/2026  	Common Stock  	13750  	$0.00  	27500  	D  	 	
Restricted Stock Units  	  (10)	2/26/2018  	 	M  	  	  	8900   	  (11)	  (11)	Common Stock  	8900  	$0.00  	17800  	D  	 	
Stock Option (right to buy)  	$44.37  	2/27/2018  	 	A  	  	16700   	  	2/27/2019   (12)	2/27/2028  	Common Stock  	16700  	$0.00  	16700  	D  	 	
Restricted Stock Units  	  (10)	2/27/2018  	 	A  	  	20100   	  	  (13)	  (13)	Common Stock  	20100  	$0.00  	20100  	D  	 	

Explanation of Responses:	
(1) 	Represents shares of common stock received upon exercise of a stock option award.	
(2) 	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2017.	
(3) 	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.55, 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 $42.00 to $42.525, 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) 	Represents shares of common stock received upon vesting of a restricted stock unit award.	
(6) 	Represents shares sold pursuant to a Sell-to-Cover Rule 10b5-1 Plan to pay withholding taxes due in connection with the vesting of certain restricted stock units on February 26, 2018.	
(7) 	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2017.	
(8) 	This option vests and becomes exercisable in four equal annual installments beginning on February 24, 2015.	
(9) 	This option vests and becomes exercisable in four equal annual installments beginning on February 26, 2017.	
(10) 	Each restricted stock unit represents a contingent right to receive one share of common stock.	
(11) 	Represents a restricted stock unit award granted on February 26, 2016 that partially vested on February 26, 2018. The restricted stock units vest in four equal annual installments beginning on February 26, 2017.	
(12) 	This option vests and becomes exercisable in four equal annual installments beginning on the first anniversary of the grant date.	
(13) 	These restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
LIDGARD GRAHAM PETER
C/O EXACT SCIENCES CORP.
441 CHARMANY DRIVE
MADISON, WI 53719			Chief Science Officer		

Signatures		
/s/ Graham Peter Lidgard by Mark R. Busch, attorney-in-fact		2/28/2018	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	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).	
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