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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Griffin John M. 2. Issuer Name and Ticker or Trading Symbol HOLOGIC INC [ HOLX ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
General Counsel
(Last)         (First)         (Middle)
250 CAMPUS DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
11/18/2020
(Street)
MARLBOROUGH, MA 01752
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  11/18/2020    M    22900  A $39.96  157386 (1) D   
Common Stock  11/18/2020    S    11321  D $70.796 (2) 146065 (1) D   
Common Stock  11/18/2020    S    11579  D $71.354 (3) 134486 (1) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)  $39.96  11/18/2020    M        22900    (4) 11/5/2025  Common Stock  22900  $0  0  D   

Explanation of Responses:
(1)  Includes 43,871 restricted stock units/performance stock units, the settlement of which has been deferred pursuant to the Issuer's Deferred Equity Plan.
(2)  The price reported is the weighted average price per share. Shares were sold in multiple transactions at prices ranging from $70.465 to $71.455 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(3)  The price reported is the weighted average price per share. Shares were sold in multiple transactions at prices ranging from $71.52 to $71.67 per share. The Reporting Person will provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(4)  This option to purchase common stock became exercisable in equal installments on each of the first four anniversaries of the grant date, November 5, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Griffin John M.
250 CAMPUS DRIVE
MARLBOROUGH, MA 01752


General Counsel

Signatures
/s/ Anne M. Liddy, Attorney-In-Fact for John M. Griffin 11/20/2020
**Signature of Reporting Person Date