HOLOGIC INC — Director's Dealing 2012

Nov 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HOLOGIC INC (HOLX)
CIK: 0000859737
Period of Report: 2012-11-13

Reporting Person: CASCELLA ROBERT (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-13	Common Stock	F	9487	$20.25	Disposed	300458	Direct
2012-11-14	Common Stock	A	48464	—	Acquired	348922	Direct
2012-11-14	Common Stock	A	51733	—	Acquired	400655	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-14	Non-qualified Stock Option (Right to Buy)	$19.86	A	404978	Acquired	2019-11-14	Common Stock (404978)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	783	Indirect

Footnotes

F1: The transaction reported herein reflects the disposition of 9,487 shares of common stock to satisfy tax withholding obligations in connection with the vesting of a portion of restricted stock units previously awarded to the Reporting Person on November 13, 2008.

F2: 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.

F3: These shares represent market stock units (MSUs) 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.

F4: The option, issued pursuant to the 2008 Equity Incentive Plan, becomes exercisable in five equal annual installments beginning November 14, 2013.