HOLOGIC INC — Director's Dealing 2015

May 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HOLOGIC INC (HOLX)
CIK: 0000859737
Period of Report: 2015-05-26

Reporting Person: McMahon Robert W. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-26	Common Stock	M	7346	$34.61	Acquired	7346	Direct
2015-05-26	Common Stock	F	2380	$34.61	Disposed	4966	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-26	Restricted Stock Unit Award (Right To Receive)	$0	M	7346	Disposed		Common Stock (7346)	Direct

Footnotes

F1: The transaction reported herein reflects the disposition of 2380 shares of common stock to satisfy tax withholding obligations in connection with the vesting of the restricted stock units previously awarded to the Reporting Person on May 26, 2014.

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.