Billionaire activist Carl Icahn of Icahn Capital has unloaded over 2.82 million shares of Hologic Inc. (NASDAQ:HOLX) in a series of transactions over the past two weeks according to a 13D filing issued with the SEC this morning. Icahn Capital retains 25.33 million shares of Hologic, down from the 28.15 million shares that it held at the end of 2015. Item 4 of the filing also shows that two employees of Icahn have resigned from their positions as Directors of Hologic. Item 4 of the filing states:
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.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| High River Limited Partnership | 5,066,119 | 0 | 5,066,119 | 0 | 5,066,119 | 1.78% |
| Hopper Investments | 0 | 5,066,119 | 0 | 5,066,119 | 5,066,119 | 1.78% |
| Barberry Corp | 0 | 5,066,119 | 0 | 5,066,119 | 5,066,119 | 1.78% |
| Icahn Partners Master Fund | 8,440,520 | 0 | 8,440,520 | 0 | 8,440,520 | 2.97% |
| Icahn Offshore | 0 | 8,440,520 | 0 | 8,440,520 | 8,440,520 | 2.97% |
| Icahn Partners | 11,823,963 | 0 | 11,823,963 | 0 | 11,823,963 | 4.17% |
| Icahn Onshore | 0 | 11,823,963 | 0 | 11,823,963 | 11,823,963 | 4.17% |
| Icahn Capital | 0 | 20,264,483 | 0 | 20,264,483 | 20,264,483 | 7.14% |
| IPH GP | 0 | 20,264,483 | 0 | 20,264,483 | 20,264,483 | 7.14% |
| Icahn Enterprises Holdings | 0 | 20,264,483 | 0 | 20,264,483 | 20,264,483 | 7.14% |
| Icahn Enterprises G.P. Inc | 0 | 20,264,483 | 0 | 20,264,483 | 20,264,483 | 7.14% |
| Beckton Corp | 0 | 20,264,483 | 0 | 20,264,483 | 20,264,483 | 7.14% |
| Carl C. Icahn | 0 | 25,330,602 | 0 | 25,330,602 | 25,330,602 | 8.92% |
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Page 1 of 17 SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Hologic, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
436440101
(CUSIP Number)
Jesse Lynn, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 3, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Page 2 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
5,066,119
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,066,119
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,066,119
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.78%
14 TYPE OF REPORTING PERSON
PN
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Page 3 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,066,119
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,066,119
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,066,119
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.78%
14 TYPE OF REPORTING PERSON
OO
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Page 4 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,066,119
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,066,119
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,066,119
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.78%
14 TYPE OF REPORTING PERSON
CO
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Page 5 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
8,440,520
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,440,520
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,440,520
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.97%
14 TYPE OF REPORTING PERSON
PN
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Page 6 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,440,520
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,440,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,440,520
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.97%
14 TYPE OF REPORTING PERSON
PN
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Page 7 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
11,823,963
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,823,963
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,823,963
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.17%
14 TYPE OF REPORTING PERSON
PN
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Page 8 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,823,963
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,823,963
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,823,963
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.17%
14 TYPE OF REPORTING PERSON
PN
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Page 9 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
20,264,483
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
20,264,483
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,264,483
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.14%
14 TYPE OF REPORTING PERSON
PN
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Page 10 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
20,264,483
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
20,264,483
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,264,483
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.14%
14 TYPE OF REPORTING PERSON
OO
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Page 11 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
20,264,483
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
20,264,483
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,264,483
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.14%
14 TYPE OF REPORTING PERSON
PN
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Page 12 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
20,264,483
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
20,264,483
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,264,483
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.14%
14 TYPE OF REPORTING PERSON
CO
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Page 13 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
20,264,483
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
20,264,483
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,264,483
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.14%
14 TYPE OF REPORTING PERSON
CO
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Page 14 of 17 SEC Filing
SCHEDULE 13D
CUSIP No. 436440101
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
25,330,602
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
25,330,602
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,330,602
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.92%
14 TYPE OF REPORTING PERSON
IN
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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:
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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.
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Page 17 of 17 SEC Filing
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 4, 2016
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page to Amendment No. 4 to Schedule 13D – Hologic, Inc.]
17
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