HOLOGIC INC — Director's Dealing 2017

May 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HOLOGIC INC (HOLX)
CIK: 0000859737
Period of Report: 2017-05-26

Reporting Person: Valenti Peter J. III (Division Pres., Breast Health)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-26	Common Stock	M	7766	$23.82	Acquired	20994	Direct
2017-05-26	Common Stock	S	7766	$43.474	Disposed	13228	Direct
2017-05-26	Common Stock	M	3411	—	Acquired	16639	Direct
2017-05-26	Common Stock	F	1172	$43.35	Disposed	15467	Direct
2017-05-30	Common Stock	S	2239	$43.33	Disposed	13228	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-26	Non-qualified Stock Option (Right to Buy)	$23.82	M	7766	Disposed	2021-05-26	Common Stock (7766)	Direct
2017-05-26	Restricted Stock Unit Award (Right To Receive)	$	M	3411	Disposed		Common Stock (3411)	Direct

Footnotes

F1: Transaction pursuant to an existing 10b5-1 trading plan.

F2: The price reported is the weighted average price per share. Shares were sold in multiple transactions at prices ranging from $43.47 to $43.51 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price.

F3: Restricted Stock Units (RSUs) convert into common stock on a one-for-one basis upon vesting.

F4: Includes 2,085 shares subject to deferral pursuant to the Issuer's Deferred Equity Plan.

F5: The option, issued pursuant to the 2008 Equity Incentive Plan, is exercisable in five equal annual installments beginning May 26, 2015.

F6: This RSU award vests in four equal installments beginning on first anniversary of the grant date.