X0306 4 2012-08-01 1 0000820237 GEN PROBE INC GPRO 0001205465 HULL CARL GEN-PROBE INCORPORATED 10210 GENETIC CENTER DRIVE SAN DIEGO CA 92121 1 1 0 0 Chairman and CEO Common Stock 2012-08-01 4 D 0 47044 82.75 D 0 D Stock Option (Right to Buy) 47.42 2012-08-01 4 D 0 62188 35.33 D 2014-03-01 Common Stock 62188 0 D Stock Option (Right to Buy) 60.82 2012-08-01 4 D 0 35000 21.93 D 2014-08-15 Common Stock 35000 0 D Stock Option (Right to Buy) 60.15 2012-08-01 4 D 0 37500 22.60 D 2015-08-15 Common Stock 37500 0 D Stock Option (Right to Buy) 43.72 2012-08-01 4 D 0 19480 39.03 D 2016-05-18 Common Stock 19480 0 D Stock Option (Right to Buy) 42.66 2012-08-01 4 D 0 105000 40.09 D 2017-02-10 Common Stock 105000 0 D Stock Option (Right to Buy) 63.80 2012-08-01 4 D 0 112500 18.95 D 2018-02-10 Common Stock 112500 0 D Stock Option (Right to Buy) 69.22 2012-08-01 4 D 0 110000 D 2019-02-10 Common Stock 110000 0 D Performance Stock Rights 0 2012-08-01 4 D 0 10001 D 2014-02-10 Common Stock 10001 0 D Performance Stock Rights 0 2012-08-01 4 D 0 40000 D 2015-02-10 Common Stock 40000 0 D The amount reported includes an aggregate of 77 shares of common stock acquired under the Registrant's Employee Stock Purchase Plan since the Reporting Person last filed a Form 4 with the Securities and Exchange Commission. This stock option was canceled pursuant to the Agreement and Plan of Merger, dated as of April 29, 2012, by and among the Registrant, Hologic, Inc. ("Hologic"), and Gold Acquisition Corp. (the "Merger Agreement"), in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) the excess of $82.75 (the per share merger consideration pursuant to the Merger Agreement) over the exercise price of the stock option; and (ii) the number of shares of common stock of the Registrant underlying the stock option. 25% of the shares subject to the stock option vest on February 10, 2013, and the remaining shares vest in equal monthly installments over the following three years. Pursuant to the Merger Agreement, these options were assumed by Hologic and converted into options to acquire that number of shares of Hologic common stock which is equal to the number of shares of common stock of the Registrant subject to such options immediately prior to the merger multiplied by 4.51174963 with a per share exercise price equal to the quotient determined by dividing the per share exercise price of such options immediately prior to the merger by 4.51174963. The performance stock rights were canceled pursuant to the Merger Agreement and converted into the right to receive a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) $82.75 (the per share merger consideration pursuant to the Merger Agreement); and (ii) 15,001 (which amount equals 150% of the target number of shares of common stock of the Registrant underlying the performance stock rights). The performance stock rights were canceled pursuant to the Merger Agreement and converted into the right to receive a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) $82.75 (the per share merger consideration pursuant to the Merger Agreement); and (ii) 30,000 (which amount equals 150% of the target number of shares of common stock of the Registrant underlying the performance stock rights). /s/ Andrew S. Greenhalgh, Attorney-in-Fact 2012-08-02