SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SULLIVAN PATRICK J
(Last) (First) (Middle)
35 CROSBY DRIVE
(Street)
BEDFORD MA 01730
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HOLOGIC INC [ HOLX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 10/22/2007 A 106,209 A (1) 106,209 D
Common Stock(2) 10/22/2007 A 22,855 A $0.00 129,064 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Stock Option(3) $26.99 10/22/2007 A 282,852 10/22/2010 01/23/2011 Common Stock 282,852 (3) 282,852 D
Nonqualified Stock Option(3) $28.5 10/22/2007 A 288,342 10/22/2007 01/30/2011 Common Stock 288,342 (3) 288,342 D
Nonqualified Stock Option(3) $31.81 10/22/2007 A 381,312 10/22/2007 01/10/2012 Common Stock 381,312 (3) 381,312 D
Nonqualified Stock Option(3) $14.05 10/22/2007 A 146,093 10/22/2007 08/19/2012 Common Stock 146,093 (3) 146,093 D
Incentive Stock Option(3) $16.45 10/22/2007 A 12,156 10/22/2007 11/20/2013 Common Stock 12,156 (3) 12,156 D
Nonqualified Stock Option(3) $16.45 10/22/2007 A 203,138 10/22/2007 11/20/2013 Common Stock 203,138 (3) 203,138 D
Incentive Stock Option(3) $31.62 10/22/2007 A 3,162 10/22/2007 02/09/2015 Common Stock 3,162 (3) 3,162 D
Nonqualified Stock Option(3) $31.62 10/22/2007 A 150,620 10/22/2007 02/09/2015 Common Stock 150,620 (3) 150,620 D
Incentive Stock Option(3) $36.92 10/22/2007 A 2,708 10/22/2007 01/24/2016 Common Stock 2,708 (3) 2,708 D
Nonqualified Stock Option(3) $36.92 10/22/2007 A 151,074 10/22/2007 01/24/2016 Common Stock 151,074 (3) 151,074 D
Incentive Stock Option(3) $36.65 10/22/2007 A 2,728 10/22/2007 01/23/2017 Common Stock 2,728 (3) 2,728 D
Nonqualified Stock Option(3) $36.64 10/22/2007 A 74,162 10/22/2007 01/23/2017 Common Stock 74,162 (3) 74,162 D
Explanation of Responses:
1. Received in exchange for shares of Cytyc Corporation common stock in connection with the merger of Cytyc Corporation with Nor'easter Corp., a wholly-owned subsidiary of Hologic, Inc. (the "Merger"). On the effective date of the Merger, the closing price of Hologic Inc.'s common stock was $65.63 per share.
2. These shares represent restricted stock units (RSUs) awarded to the Reporting Person pursuant to a retention agreement under the Hologic, Inc. Second Amended and Restated 1999 Stock Incentive Plan and are subject to vesting as provided in the retention agreement.
3. Received in the Merger in exchange for an option to purchase shares of Cytyc Corporation common stock.
/s/ Frances S. Crecco, Attorney-in-Fact For: Patrick J. Sullivan 10/24/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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