Edgar Filing: HOLOGIC INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SULLIVAN PATRICK J

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)

(Last)

(First)

(Middle)

35 CROSBY DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2007

(Street)

BEDFORD, MA 01730

4. If Amendment, Date Original Filed(Month/Day/Year)
10/25/2007

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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	129,064	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Nonqualified Stock Option ⁽³⁾ ⁽⁴⁾

$ 26.99

10/22/2007

282,847

10/22/2007

01/23/2011

Common Stock

282,847

⁽³⁾

282,847

Nonqualified Stock Option ⁽³⁾ ⁽⁴⁾

$ 28.51

10/22/2007

288,337

10/22/2007

01/30/2011

Common Stock

288,337

⁽³⁾

288,337

Nonqualified Stock Option ⁽³⁾ ⁽⁴⁾

$ 31.82

10/22/2007

381,305

10/22/2007

01/10/2012

Common Stock

381,305

⁽³⁾

381,305

Nonqualified Stock Option ⁽³⁾ ⁽⁴⁾

$ 14.05

10/22/2007

146,091

10/22/2007

08/19/2009

Common Stock

146,091

⁽³⁾

146,091

Incentive Stock Option ⁽³⁾ ⁽⁴⁾

$ 16.46

10/22/2007

12,156

10/22/2007

11/20/2009

Common Stock

12,156

⁽³⁾

12,156

Nonqualified Stock Option ⁽³⁾ ⁽⁴⁾

$ 16.46

10/22/2007

203,134

10/22/2007

11/20/2009

Common Stock

203,134

⁽³⁾

203,134

Incentive Stock Option ⁽³⁾ ⁽⁴⁾

$ 31.62

10/22/2007

3,162

10/22/2007

02/09/2011

Common Stock

3,162

⁽³⁾

3,162

Nonqualified Stock Option ⁽³⁾ ⁽⁴⁾

$ 31.62

10/22/2007

150,617

10/22/2007

02/09/2011

Common Stock

150,617

⁽³⁾

150,617

Incentive Stock Option ⁽³⁾ ⁽⁴⁾

$ 36.93

10/22/2007

2,708

10/22/2007

01/24/2012

Common Stock

2,708

⁽³⁾

2,708

Nonqualified Stock Option ⁽³⁾ ⁽⁴⁾

$ 36.93

10/22/2007

151,071

10/22/2007

01/24/2012

Common Stock

151,071

⁽³⁾

151,071

Incentive Stock Option ⁽³⁾ ⁽⁴⁾

$ 36.64

10/22/2007

2,728

10/22/2007

01/23/2013

Common Stock

2,728

⁽³⁾

2,728

Nonqualified Stock Option ⁽³⁾ ⁽⁴⁾

$ 36.64

10/22/2007

74,161

10/22/2007

01/23/2013

Common Stock

74,161

⁽³⁾

74,161

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SULLIVAN PATRICK J 35 CROSBY DRIVE BEDFORD, MA 01730	X

Signatures

/s/ Mark J. Casey, Attorney-in-Fact For: Patrick J. Sullivan		01/15/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.
(4)	The amendments reported in this form 4/A, including changes to the number of the securities acquired, amount of securities underlying the derivative securities, number of derivative securities beneficially owned following reported transaction, exercise price, date exercisable and expiration date carry through all forms filed during the period from October 24, 2007 through December 10, 2007 except for the forms filed on November 6, 2007, November 14, 2007 and November 16, 2007 and the forms filed on December 10, 2007 reporting transactions during the period October 24, 2007 through October 31, 2007 for which separate amendments have been filed. The items amended by this amendment were correctly reported on the Form 4 filed on January 14, 2008 and no amendments are made to such filing by way of this amendment.

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