HOLOGIC INC — Director's Dealing 2011

May 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HOLOGIC INC (HOLX)
CIK: 0000859737
Period of Report: 2011-05-09

Reporting Person: Harding David (SVP, International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-09	Common Stock	M	93308	$16.41	Acquired	164589	Direct
2011-05-09	Common Stock	S	93308	$22.41	Disposed	71281	Direct
2011-05-09	Common Stock	M	50000	$18.465	Acquired	121281	Direct
2011-05-09	Common Stock	S	50000	$22.41	Disposed	71281	Direct
2011-05-09	Common Stock	M	16000	$14.5	Acquired	87281	Direct
2011-05-09	Common Stock	S	16000	$22.4	Disposed	71281	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-09	Non-Qualified Stock Option (right to buy)	$14.5	M	16000	Disposed	2015-11-13	Common Stock (16000)	Direct
2011-05-09	Non-Qualified Stock Option (right to buy)	$16.41	M	93308	Disposed	2014-10-04	Common Stock (93308)	Direct
2011-05-09	Non-Qualified Stock Option (right to buy)	$18.465	M	50000	Disposed	2012-01-24	Common Stock (50000)	Direct

Footnotes

F1: The transaction reported herein reflects an aggregate of sales whose prices ranged between $22.40 and $22.445. 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.

F2: The transaction reported herein reflects an aggregate of sales whose prices ranged between $22.40 and $22.438. 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.

F3: The transaction reported herein reflects an aggregate of sales whose prices ranged between $22.40 and $22.415. 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.

F4: This non-qualified stock option was originally issued on November 13, 2008 pursuant to the 2008 Equity Incentive Plan and becomes exercisable in five equal annual installments beginning November 13, 2009.

F5: Price not applicable to this transaction.

F6: This non-qualified stock option was originally issued pursuant to Cytyc Corporation's 2004 Omnibus Stock Plan on October 4, 2004 and became fully exercisable on October 22, 2007 in connection with the merger.

F7: This non-qualified stock option was originally issued pursuant to Cytyc Corporation's 2004 Omnibus Stock Plan on January 24, 2006 and became fully exercisable on October 22, 2007 in connection with the merger.