Sec Form 4 Filing - MACMILLAN STEPHEN P @ HOLOGIC INC - 2019-11-11

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 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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1. Name and Address of Reporting Person MACMILLAN STEPHEN P 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 X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) 250 CAMPUS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/11/2019 (Street) MARLBOROUGH, MA01752 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/11/2019 M( 1 ) 194,396 A $ 22.29 1,781,811 ( 2 ) D Common Stock 11/11/2019 S( 1 ) 67,440 D $ 45.444 ( 3 ) 1,714,371 ( 2 ) D Common Stock 11/11/2019 S( 1 ) 126,956 D $ 46.157 ( 4 ) 1,587,415 ( 2 ) D Common Stock 11/11/2019 M( 1 ) 21,600 A $ 22.29 1,609,015 ( 2 ) D Common Stock 11/11/2019 A 33,772 ( 5 ) A 1,642,787 ( 7 ) D Common Stock 11/11/2019 A 46,183 ( 8 ) A 1,688,970 ( 7 ) D Common Stock 11/11/2019 A 21,925 ( 10 ) A 1,710,895 ( 7 ) D Common Stock 11/12/2019 F 8,178 D $ 46.15 1,702,717 ( 7 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-qualified Stock Option (Right to Buy) $ 22.29 11/11/2019 M( 1 ) 194,396 12/06/2014 12/06/2020 Common Stock 194,396 $ 0 453,592 D Non-qualified Stock Option (Right to Buy) $ 22.29 11/11/2019 M( 1 ) 21,600 12/06/2014 12/06/2020 Common Stock 21,600 $ 0 431,992 D Non-qualified Stock Option (Right to Buy) $ 45.61 11/11/2019 A 152,529 ( 11 ) 11/11/2029 Common Stock 152,529 $ 0 152,529 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MACMILLAN STEPHEN P 250 CAMPUS DRIVE MARLBOROUGH, MA01752 X Chairman, President and CEO Signatures /s/ Patricia K. Dolan, attorney-in-fact for Mr. MacMillan 11/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transaction pursuant to an existing Rule 10b5-1 trading plan, which plan was described in the Form 8-K filed by Hologic on June 4, 2019. ( 2 )Includes 1,045,901 restricted stock units/performance stock units, the settlement of which has been deferred pursuant to the Issuer's Deferred Equity Plan. ( 3 )The price reported is the weighted average price per share. Shares were sold in multiple transactions at prices ranging from $45.265 to $45.92 per share. The Reporting Person will provide, upon request from the Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price. ( 4 )The price reported is the weighted average price per share. Shares were sold in multiple transactions at prices ranging from $45.93 to $46.51 per share. The Reporting Person will provide, upon request from the Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price. ( 5 )Represents performance stock units as to which the performance criteria has been satisfied but which remain subject to service-based vesting requirements. Once vested, the settlement of these performance stock units will be deferred pursuant to Issuer's Deferred Equity Plan. ( 6 )Performance stock units are settled in shares of common stock on a one-for-one basis. ( 7 )Includes 1,079,673 restricted stock units/performance stock units, the settlement of which has been deferred pursuant to the Issuer's Deferred Equity Plan. ( 8 )This restricted stock unit award vests in three equal installments beginning on the first anniversary of the grant date, November 11, 2019. ( 9 )Restricted stock units are settled in shares of common stock on a one-for-one basis. ( 10 )Represents matching restricted stock units granted to the Reporting Person which vest in one installment on the third anniversary of the grant date, November 11, 2019. ( 11 )This option to purchase common stock becomes exercisable in equal installments on each of the first four anniversaries of the grant date, November 11, 2019.

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