SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Brady David J

(Last)

(First)

(Middle)

35 CROSBY DRIVE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2009

3. Issuer Name and Ticker or Trading Symbol
HOLOGIC INC [ HOLX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Human Resources

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	32,044	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	11/06/2013	Common Stock	50,000	$3.5625	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	10/31/2015	Common Stock	20,000	$13.865	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	11/13/2015	Common Stock	40,000	$14.5	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	02/28/2016	Common Stock	20,000	$23.915	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	01/16/2015	Common Stock	44,000	$33.31	D

Explanation of Responses:

1. This non-qualified stock option was originally issued on November 6, 2003 pursuant to the Second Amended and Restated 1999 Equity Incentive Plan and became exercisable in four equal annual installments beginning November 6, 2004.

2. This non-qualified stock option was originally issued on October 31, 2005 pursuant to the Second Amended and Restated 1999 Equity Incentive Plan and was accelerated as a result of the business combination with Cytyc on October 22, 2007 pursuant to a change in control provision within the grant.

3. This non-qualified stock option was originally issued on November 13, 2008 pursuant to the 2008 Equity Incentive Plan and becomes exercisable in five equal annual installments beginning November 13, 2009.

4. This non-qualified stock option was originally issued on February 28, 2006 pursuant to the Second Amended and Restated 1999 Equity Incentive Plan and becomes exercisable in five equal annual installments beginning February 28, 2007.

5. This non-qualified stock option was originally issued on January 16, 2008 pursuant to the Second Amended and Restated 1999 Equity Incentive Plan and becomes exercisable in five equal annual installments beginning January 16, 2009.

	By: Mark J. Casey, Attorney-In-Fact For: David J. Brady	03/13/2009
	** 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 5 (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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