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 ^*

ICAHN CARL C

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES HOLDING LLC, 767 FIFTH AVE., SUITE 4700

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2013

(Street)

NEW YORK, NY 10153

4. If Amendment, Date 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

(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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Call Option "right to purchase")

$ 14.5

11/18/2013

715,000

11/18/2013

10/28/2015

please see footnote ⁽⁸⁾

715,000

$ 6.98

25,221,381

please see all footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Put Option ("obligation to purchase")

$ 14.5

11/18/2013

715,000

10/28/2015

please see footnote ⁽⁸⁾

715,000

$ 0.01

25,221,381

please see all footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Call Option ("right to purchase")

$ 14.5

11/19/2013

757,500

11/19/2013

10/28/2015

please see footnote ⁽⁸⁾

757,500

$ 7.33

25,978,881

please see all footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Put Option ("obligation to purchase")

$ 14.5

11/19/2013

757,500

10/28/2015

please see footnote ⁽⁸⁾

757,500

$ 0.01

25,978,881

please see all footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Call Option ("right to purchase")

$ 14.5

11/19/2013

1,051,342

11/19/2013

10/28/2015

please see footnote ⁽⁸⁾

1,051,342

$ 7.63

27,030,223

please see all footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Put Option ("obligation to purchase")

$ 14.5

11/19/2013

1,051,342

10/28/2015

please see footnote ⁽⁸⁾

1,051,342

$ 0.01

27,030,223

please see all footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Call Option ("right to purchase")

$ 14.5

11/20/2013

242,500

11/20/2013

10/28/2015

please see footnote ⁽⁸⁾

242,500

$ 7.8

27,272,723

please see all footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Put Option ("obligation to purchase")

$ 14.5

11/20/2013

242,500

10/28/2015

please see footnote ⁽⁸⁾

242,500

$ 0.01

27,272,723

please see all footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Call Option ("right to purchase")

$ 14.5

11/20/2013

3,357,156

11/20/2013

10/28/2015

please see footnote ⁽⁸⁾

3,357,156

$ 7.78

30,629,879

please see all footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Put Option ("obligation to purchase")

$ 14.5

11/20/2013

3,357,156

10/28/2015

please see footnote ⁽⁸⁾

3,357,156

$ 0.01

30,629,879

please see all footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ICAHN CARL C C/O ICAHN ASSOCIATES HOLDING LLC 767 FIFTH AVE., SUITE 4700 NEW YORK, NY 10153		X

Signatures

CARL C. ICAHN		11/20/2013
^**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)	High River Limited Partnership ("High River") directly beneficially owns 705,000 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,086,310 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,147,315 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 407,118 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 179,257 Shares.
(2)	Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.
(3)	Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
(4)	Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
(5)	Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
(6)	High River directly beneficially owns 6,125,974 American-style call options (the "Call Options"), Icahn Partners directly beneficially owns 9,426,404 Call Options, Icahn Master directly beneficially owns 9,957,502 Call Options, Icahn Master II directly beneficially owns 3,555,213 Call Options, and Icahn Master III directly beneficially owns 1,564,786 Call Options.
(7)	High River directly wrote 6,125,974 European-style put options (the "Put Options"), Icahn Partners directly wrote 9,426,404 Put Options, Icahn Master directly wrote 9,957,502 Put Options, Icahn Master II directly wrote 3,555,213 Put Options, and Icahn Master III directly wrote 1,564,786 Put Options. In each case, the exercise, termination or transfer of the Call Options will reduce the number of Put Options on a one-for-one basis.
(8)	The Call Options reference an aggregate of 30,629,879 Shares, have an exercise price of $14.50, expire on October 28, 2015, and provide for physical settlement. The Put Options reference an aggregate of 30,629,879 Shares, have an exercise price of $14.50, expire on October 28, 2015, and provide that they settle in cash.

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