HOLOGIC INC — Director's Dealing 2013

Dec 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HOLOGIC INC (HOLX)
CIK: 0000859737
Period of Report: 2013-12-12

Reporting Person: ICAHN CARL C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-12	Common Stock, par value $0.01 ("Shares")	X	30629879	$14.5	Acquired	34154879	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-12	Call Option "right to purchase")	$14.5	X	30629879	Disposed	2015-10-28	please see footnote (30629879)	Indirect
2013-12-12	Put Option ("obligation to purchase")	$14.5	E	30629879	Disposed	2015-10-28	please see footnote (30629879)	Indirect

Footnotes

F1: High River Limited Partnership ("High River") directly beneficially owns 6,830,974 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 10,512,714 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 11,104,817 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 3,962,331 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 1,744,043 Shares.

F2: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owned 6,125,974 American-style call options (the "Call Options"), Icahn Partners directly beneficially owned 9,426,404 Call Options, Icahn Master directly beneficially owned 9,957,502 Call Options, Icahn Master II directly beneficially owned 3,555,213 Call Options, and Icahn Master III directly beneficially owned 1,564,786 Call Options. On December 12, 2013, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective Call Options in their entirety, and thereby acquired 6,125,974 Shares, 9,426,404 Shares, 9,957,502 Shares, 3,555,213 Shares, and 1,564,786 Shares, respectively.

F7: High River directly wrote 6,125,974 European-style put options (the "Put Options"), Icahn Partners directly wrote 9,426,404 Put Options, Icahn Master directly wrote 9,957,502 Put Options, Icahn Master II directly wrote 3,555,213 Put Options, and Icahn Master III directly wrote 1,564,786 Put Options. On December 12, 2013, upon exercise of the Call Options, all of the Put Options expired in accordance with their terms.

F8: The Call Options referenced an aggregate of 30,629,879 Shares, had an exercise price of $14.50, had an expiration date of October 28, 2015, and provided for physical settlement. The Put Options referenced an aggregate of 30,629,879 Shares, had an exercise price of $14.50, had an expiration date of October 28, 2015, and provided that they would settle in cash. The exercise price upon exercise of the Call Options was $14.50 and the average premium paid for the Call Options was $6.82.