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: CASCELLA ROBERT (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-09	Common Stock	A	51336	—	Acquired	325161	Direct
2011-11-09	Common Stock	A	292	—	Acquired	885	Indirect
2011-11-10	Common Stock	F	4654	$17.09	Disposed	320507	Direct
2011-11-10	Common Stock	F	24	$17.09	Disposed	861	Indirect
2011-11-11	Common Stock	F	8036	$17.77	Disposed	312471	Direct
2011-11-11	Common Stock	F	17	$17.77	Disposed	844	Indirect
2011-11-11	Common Stock	F	9499	$17.77	Disposed	302972	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	402112	Acquired	2018-11-09	Common Stock (402112)	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 4,654 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: The disposition on 24 shares of common stock reported on this Form 4 relates to a tax withholding transaction in connecction with the vesting of restricted stock units (RSUs) held by the Reporting Person's Spouse.

F4: The disposition of 8,036 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 on 17 shares of common stock reported on this Form 4 relates to a tax withholding transaction in connecction with the vesting of restricted stock units (RSUs) held by the Reporting Person's Spouse.

F6: The disposition of 9,499 shares of common stock reported on this Form 4 relates to a tax withholding transaction in connection with the vesting of restricted stock units.

F7: The option, issued pursuant to the 2008 Equity Incentive Plan, becomes exercisable in five equal annual installments beginning November 9, 2012.

F8: These shares represent restricted stock units (RSUs) awarded to the Reporting Person's Spouse pursuant to the 2008 Equity Incentive Plan and are subject to vesting as provided in the agreement evidencing the award.