Page 16 of 17 SEC Filing High River has sole voting power and sole dispositive power with regard to 5,066,119 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 8,440,520 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 11,823,963 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. All such transactions were sales of Shares effected in the open market. Name of Reporting Person Date of Transaction Amount of Securities Price Per Share (U.S. $) High River Limited Partnership 02/17/2016 (75,778) 21.31 High River Limited Partnership 02/18/2016 (22,240) 21.31 High River Limited Partnership 02/19/2016 (93,757) 21.31 High River Limited Partnership 02/22/2016 (66,419) 20.72 High River Limited Partnership 02/23/2016 (14,150) 21.35 High River Limited Partnership 02/24/2016 (137,511) 21.35 High River Limited Partnership 02/25/2016 (120,000) 21.35 High River Limited Partnership 02/26/2016 (35,000) 21.35 Icahn Partners LP 02/17/2016 (303,111) 21.31 Icahn Partners LP 02/18/2016 (88,960) 21.31 Icahn Partners LP 02/19/2016 (283,965) 21.31 Icahn Partners LP 02/22/2016 (155,016) 20.72 Icahn Partners LP 02/23/2016 (33,026) 21.35 Icahn Partners LP 02/24/2016 (320,941) 21.35 Icahn Partners LP 02/25/2016 (280,072) 21.35 Icahn Partners LP 02/26/2016 (81,687) 21.35 Icahn Partners Master Fund LP 02/17/2016 (91,065) 21.31 Icahn Partners Master Fund LP 02/18/2016 (110,658) 21.31 Icahn Partners Master Fund LP 02/19/2016 (23,576) 21.31 Icahn Partners Master Fund LP 02/22/2016 (229,104) 20.72 Icahn Partners Master Fund LP 02/23/2016 (199,928) 21.35 Icahn Partners Master Fund LP 02/24/2016 (58,313) 21.35 Icahn Partners Master Fund LP 02/25/2016 (91,065) 21.35 Icahn Partners Master Fund LP 02/26/2016 (110,658) 21.35
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Item 6 of the Schedule 13D is hereby amended by adding the following: The information set forth above in Item 4 is incorporated herein by reference. Follow Hologic Inc (NASDAQ:HOLX)
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High River has sole voting power and sole dispositive power with regard to 5,066,119 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 8,440,520 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 11,823,963 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. All such transactions were sales of Shares effected in the open market.
| Name of Reporting Person | Date of Transaction | Amount of Securities | Price Per Share (U.S. $) |
| High River Limited Partnership | 02/17/2016 | (75,778) | 21.31 |
| High River Limited Partnership | 02/18/2016 | (22,240) | 21.31 |
| High River Limited Partnership | 02/19/2016 | (93,757) | 21.31 |
| High River Limited Partnership | 02/22/2016 | (66,419) | 20.72 |
| High River Limited Partnership | 02/23/2016 | (14,150) | 21.35 |
| High River Limited Partnership | 02/24/2016 | (137,511) | 21.35 |
| High River Limited Partnership | 02/25/2016 | (120,000) | 21.35 |
| High River Limited Partnership | 02/26/2016 | (35,000) | 21.35 |
| Icahn Partners LP | 02/17/2016 | (303,111) | 21.31 |
| Icahn Partners LP | 02/18/2016 | (88,960) | 21.31 |
| Icahn Partners LP | 02/19/2016 | (283,965) | 21.31 |
| Icahn Partners LP | 02/22/2016 | (155,016) | 20.72 |
| Icahn Partners LP | 02/23/2016 | (33,026) | 21.35 |
| Icahn Partners LP | 02/24/2016 | (320,941) | 21.35 |
| Icahn Partners LP | 02/25/2016 | (280,072) | 21.35 |
| Icahn Partners LP | 02/26/2016 | (81,687) | 21.35 |
| Icahn Partners Master Fund LP | 02/17/2016 | (91,065) | 21.31 |
| Icahn Partners Master Fund LP | 02/18/2016 | (110,658) | 21.31 |
| Icahn Partners Master Fund LP | 02/19/2016 | (23,576) | 21.31 |
| Icahn Partners Master Fund LP | 02/22/2016 | (229,104) | 20.72 |
| Icahn Partners Master Fund LP | 02/23/2016 | (199,928) | 21.35 |
| Icahn Partners Master Fund LP | 02/24/2016 | (58,313) | 21.35 |
| Icahn Partners Master Fund LP | 02/25/2016 | (91,065) | 21.35 |
| Icahn Partners Master Fund LP | 02/26/2016 | (110,658) | 21.35 |
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by adding the following:
The information set forth above in Item 4 is incorporated herein by reference.
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