HOLOGIC INC — Director's Dealing 2011

Feb 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HOLOGIC INC (HOLX)
CIK: 0000859737
Period of Report: 2011-02-15

Reporting Person: Williamson Steve S (SVP, GYN Surgical)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock	M	12400	$14.5	Acquired	55618	Direct
2011-02-15	Common Stock	S	12400	$19.96	Disposed	43218	Direct
2011-02-15	Common Stock	M	4400	$14.1	Acquired	47618	Direct
2011-02-15	Common Stock	S	4400	$19.95	Disposed	43218	Direct
2011-02-16	Common Stock	S	1707	$20.26	Disposed	41511	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Non-Qualified Stock Option (right to buy)	$14.1	M	4400	Disposed	2016-12-14	Common Stock (4400)	Direct
2011-02-15	Non-Qualified Stock Option (right to buy)	$14.5	M	12400	Disposed	2015-11-13	Common Stock (12400)	Direct

Footnotes

F1: The transaction reported herein reflects an aggregate of sales whose prices ranged between $19.95 and $19.995. 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 $19.95 and $19.96. 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: This non-qualified stock option was issued pursuant to the Issuer's 2008 Equity Incentive Plan and becomes exercisable in five equal annual installments beginning December 14, 2010.

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.