Sec Form 3 Filing - Nikka David @ EXACT SCIENCES CORP - 2007-07-18

FORM 3 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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Nikka David 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 Operating Officer (Last) (First) (Middle) C/O EXACT SCIENCES CORPORATION, 100 CAMPUS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2007 (Street) MARLBOROUGH, MA01752 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 4,020 D Common Stock 5,580 ( 1 ) I By 401(k) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 2.77 ( 2 ) 02/15/2017 Common Stock, $.01 par value per share 75,000 D Stock Option (right to buy) $ 2.61 ( 3 ) 02/16/2016 Common Stock, $.01 par value per share 75,000 D Stock Option (right to buy) $ 4.22 ( 4 ) 02/17/2015 Common Stock, $.01 par value per share 20,000 D Stock Option (right to buy) $ 3.61 ( 5 ) 12/23/2014 Common Stock, $.01 par value per share 60,000 D Stock Option (right to buy) $ 7.72 ( 6 ) 02/11/2014 Common Stock, $.01 par value per share 30,000 D Stock Option (right to buy) $ 6.78 ( 6 ) 02/12/2013 Common Stock, $.01 par value per share 40,000 D Stock Option (right to buy) $ 7.93 ( 6 ) 02/11/2012 Common Stock, $.01 par value per share 28,000 D Stock Option (right to buy) $ 11.32 ( 6 ) 06/18/2011 Common Stock, $.01 par value per share 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nikka David C/O EXACT SCIENCES CORPORATION 100 CAMPUS DRIVE MARLBOROUGH, MA01752 Chief Operating Officer Signatures /s/ David Nikka 07/26/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a Company match of 544 units in the EXACT Sciences Fund under the Company's qualified 401(k) retirement saving plan for the plan year ended December 31, 2006, valued as of May 15, 2007, and 700 units in the EXACT Sciences Fund under the Company's qualified 401(k) retirement saving plan for the plan year ended December 31, 2005, valued as of July 27, 2006. ( 2 )Option becomes exercisable in equal monthly installments over a three year period beginning March 15, 2007, with 2.7778% of the option becoming exercisable on the first day of each subsequent one month period thereafter until fully exercisable. ( 3 )Option becomes exercisable in equal monthly installments over a three year period beginning March 16, 2006, with 2.7778% of the option becoming exercisable on the first day of each subsequent one month period thereafter until fully exercisable. ( 4 )Option is subject to a four year vesting schedule, with 25% of the option becoming exercisable on February 17, 2006, and 2.083% of the option becoming exercisable each month thereafter for the next 36 months. ( 5 )Option becomes exercisable in equal monthly installments over a three year period beginning January 23, 2005, with 2.7778% of the option becoming exercisable on the first day of each subsequent one month period thereafter until fully exercisable. ( 6 )Option is currently exercisable.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.