HOLOGIC INC — Director's Dealing 2011

Nov 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HOLOGIC INC (HOLX)
CIK: 0000859737
Period of Report: 2011-11-09

Reporting Person: MUIR GLENN P (Director, Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-09	Common Stock	A	15051	—	Acquired	761204	Direct
2011-11-10	Common Stock	F	1823	$17.09	Disposed	759381	Direct
2011-11-10	Common Stock	M	100000	$2.565	Acquired	859381	Direct
2011-11-10	Common Stock	S	100000	$17.0907	Disposed	759381	Direct
2011-11-11	Common Stock	F	4391	$17.77	Disposed	754990	Direct
2011-11-11	Common Stock	F	6576	$17.77	Disposed	748414	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-09	Non-qualified Stock Option (Right to Buy)	$17.09	A	117895	Acquired	2018-11-09	Common Stock (117895)	Direct
2011-11-10	Non-qualified Stock Option (Right to Buy)	$2.565	M	100000	Disposed	2011-11-13	Common Stock (100000)	Direct

Footnotes

F1: These shares represent restricted stock units (RSUs) awarded to the Reporting Person pursuant to the 2008 Equity Incentive Plan and are subject to vesting as provided in the agreement evidencing the award.

F2: The disposition of 1,823 shares of common stock reported on this Form 4 relates to a tax withholding transaction in connection with the vesting of restricted stock units.

F3: This transaction constitutes a cashless exercise of a Non-Qualified Stock Option granted November 13, 2001 which would otherwise expire November 13, 2011.

F4: The disposition of 4,391 shares of common stock reported on this Form 4 relates to a tax withholding transaction in connection with the vesting of restricted stock units.

F5: The disposition of 6,576 shares of common stock reported on this Form 4 relates to a tax withholding transaction in connection with the vesting of restricted stock units.

F6: The option, issued pursuant to the 2008 Equity Incentive Plan, becomes exercisable in five equal annual installments beginning November 9, 2012.

F7: The transaction reported herein reflects an aggregate of sales whose prices ranged between $16.93 and $17.26. The Reporting Person further undertakes, to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full disclosure with respect to the number of shares sold at each separate price.

F8: The sale reported on this Form 4 was made pursuant to a written trading plan adopted in accordance with SEC Rule 10b5-1 on August 19, 2009.