Item 8.01 Other Events.
On November 27, 2020, Exact Sciences Corporation (the "Company") reported that
Kevin Conroy, Chairman and Chief Executive Officer has entered into a
pre-arranged, written stock trading plan (the "Plan") that is intended to
satisfy the requirements of Rule 10b5-1(c) under the Securities Exchange Act of
Commencing in August 2021, on a date that is expected to be after the date the
Company releases earnings for the second quarter of 2021, Mr. Conroy intends to
periodically sell under the Plan shares in amounts that, over any twelve (12)
month period, are not more than ten percent (10%) of his current aggregate
vested and unvested equity interest in the Company. Sales under the Plan would
be in addition to sales that Mr. Conroy makes under an existing "sell-to-cover"
written stock trading plan that results in the sale of a portion of the shares
resulting from vesting restricted stock unit awards to cover a portion of the
taxes due upon such vesting. Mr. Conroy has informed the Company that he will
use the proceeds from sales under the Plan (1) to pay the applicable exercise
price and a portion of the taxes due upon the sale of shares, the exercise of
options, and the vesting of restricted stock units and (2) for financial
Transactions under the Plan will be disclosed publicly through Form 144 and Form
4 filings with the Securities and Exchange Commission, as required by law.
On November 27, 2019, the Company disclosed on a Current Report on Form 8-K that
Mr. Conroy entered into a separate pre-arranged, written stock trading plan (the
"2019 Plan"). It is anticipated that any sales under the 2019 Plan shall have
concluded prior to August 2021.
It is possible that other executive officers and directors of the Company may
enter into similar stock trading plans in the future. Except as may be required
by law, the Company does not undertake to report on stock trading plans by other
Company officers or directors, nor report modifications, terminations or other
activities under Mr. Conroy's Plan or the plan of any other individual.
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