HOLOGIC INC — Director's Dealing 2012

Jan 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HOLOGIC INC (HOLX)
CIK: 0000859737
Period of Report: 2012-01-06

Reporting Person: Harding David (SVP, International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-06	Common Stock	M	5416	$18.465	Acquired	79785	Direct
2012-01-06	Common Stock	S	5416	$18.53	Disposed	74369	Direct
2012-01-06	Common Stock	M	36850	$18.465	Acquired	111219	Direct
2012-01-06	Common Stock	S	36850	$18.53	Disposed	74369	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-06	Non-qualified Stock Option (Right to Buy)	$18.465	M	5416	Disposed	2012-01-24	Common Stock (5416)	Direct
2012-01-06	Non-qualified Stock Option (Right to Buy)	$18.465	M	36850	Disposed	2012-01-24	Common Stock (36850)	Direct

Footnotes

F1: This transaction constitutes a cashless exercise of a Non-Qualified Stock Option granted January 24, 2006 which would otherwise expire January 24, 2012.

F2: The sale reported on this Form 4 was made pursuant to a written trading plan adopted in accordance with SEC Rule 10b5-1 on 5/17/2011.

F3: Due to the acceleration of stock options in connection with the merger of Cytyc Corporation on October 22, 2007, any unvested Incentive Stock Options exceeding the guidelines set forth under Section 422(d) of the Internal Revenue Code shall be treated as Non-Qualified Stock Options.

F4: 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.