Page 15 of 17 SEC Filing SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on November 21, 2013, as amended (the “Schedule 13D”), by the Reporting Persons with respect to the shares of Common Stock, $0.01 par value (“Shares”), issued by Hologic, Inc. (the “Issuer”), as amended by Amendment No. 1 to the Schedule 13D filed on December 9, 2015, Amendment No. 2 to the Schedule 13D filed on December 12, 2013 and Amendment No. 3 to the Schedule 13D filed on August 4, 2015, is hereby further amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following: The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 25,330,602 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $541.3 million (including commissions and premiums for options to purchase Shares). The source of funding for these Shares was the general working capital of the respective purchasers. The Shares are held by the Reporting Persons in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of the Shares was obtained through margin borrowing. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended by adding the following as the next to last paragraph of Item 4: On March 3, 2016, Jonathan Christodoro and Samuel Merksamer, employees of the Reporting Persons, resigned as directors of the Issuer. As a result of their resignations and the Reporting Persons’ decision not to replace them on the Board of Directors of the Issuer, the Standstill Period (as such term is defined in the Nomination and Standstill Agreement, dated as of December 8, 2013, among the Reporting Persons and the Issuer) has terminated. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is hereby amended by replacing it in its entirety with the following: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 25,330,602 Shares, representing approximately 8.92% of the Issuer’s outstanding Shares (based upon the 283,818,060 Shares stated to be outstanding as of January 22, 2016 by the Issuer in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on January 27, 2016). (b) For purposes of this Schedule 13D: Follow Hologic Inc (NASDAQ:HOLX)
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SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on November 21, 2013, as amended (the “Schedule 13D”), by the Reporting Persons with respect to the shares of Common Stock, $0.01 par value (“Shares”), issued by Hologic, Inc. (the “Issuer”), as amended by Amendment No. 1 to the Schedule 13D filed on December 9, 2015, Amendment No. 2 to the Schedule 13D filed on December 12, 2013 and Amendment No. 3 to the Schedule 13D filed on August 4, 2015, is hereby further amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 25,330,602 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $541.3 million (including commissions and premiums for options to purchase Shares). The source of funding for these Shares was the general working capital of the respective purchasers. The Shares are held by the Reporting Persons in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of the Shares was obtained through margin borrowing.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following as the next to last paragraph of Item 4:
On March 3, 2016, Jonathan Christodoro and Samuel Merksamer, employees of the Reporting Persons, resigned as directors of the Issuer. As a result of their resignations and the Reporting Persons’ decision not to replace them on the Board of Directors of the Issuer, the Standstill Period (as such term is defined in the Nomination and Standstill Agreement, dated as of December 8, 2013, among the Reporting Persons and the Issuer) has terminated.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 25,330,602 Shares, representing approximately 8.92% of the Issuer’s outstanding Shares (based upon the 283,818,060 Shares stated to be outstanding as of January 22, 2016 by the Issuer in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on January 27, 2016).
(b) For purposes of this Schedule 13D:
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