Sec Form 4 Filing - Carelli Charles R Jr @ EXACT SCIENCES CORP - 2009-03-31

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 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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1. Name and Address of Reporting Person Carelli Charles R Jr 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) SVR, CFO, Treasurer & Secretar (Last) (First) (Middle) EXACT SCIENCES CORPORATION, 100 CAMPUS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2009 (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

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) $ 2.9 03/31/2009 D 100,000 ( 1 ) 09/04/2017 Common Stock 100,000 $ 0.04 ( 2 ) 0 D Stock Option (right to buy) $ 2.77 03/31/2009 D 7 5,000 ( 3 ) 02/15/2017 Common Stock 75,000 $ 0.04 ( 2 ) 0 D Stock Option (right to buy) $ 3.07 03/31/2009 D 25,000 ( 4 ) 04/11/2016 Common Stock 25,000 $ 0.04 ( 2 ) 0 D Stock Option (right to buy) $ 2.61 03/31/2009 D 25,000 ( 5 ) 02/16/2016 Common Stock 25,000 $ 0.04 ( 2 ) 0 D Stock Option (right to buy) $ 2.65 03/31/2009 D 30,000 ( 6 ) 07/29/2015 Common Stock 30,000 $ 0.04 ( 2 ) 0 D Stock Option (right to buy) $ 3.28 03/31/2009 D 20,000 ( 5 ) 11/09/2014 Common Stock 20,000 $ 0.04 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carelli Charles R Jr EXACT SCIENCES CORPORATION 100 CAMPUS DRIVE MARLBOROUGH, MA01752 SVR, CFO, Treasurer & Secretar Signatures Charles R. Carelli 07/02/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option becomes exercisable in equal monthly installments over a three year period beginning October 4, 2007, with 2.7778% of the option becoming exercisable on each subsequent one month anniversary thereafter until fully exercisable. ( 2 )The option was canceled by mutual agreement of the reporting person and EXACT Sciences Corporation. The reporting person received an aggregate of $10,900 as consideration for the cancellation of the options listed on this Form 4. ( 3 )The 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. ( 4 )The option becomes exercisable in equal monthly installments over a three year period beginning May 11, 2006, with 2.7778% of the option becoming exercisable on the first day of each subsequent one month period thereafter until fully exercisable. ( 5 )The option is currently exercisable. ( 6 )The option is subject to a four year vesting schedule, with 25% of the option becoming exercisable July 29, 2006 and 2.0833% of the option becoming exercisable on the first day of each subsequent one month period thereafter until fully 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).

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