04/09/2026 | Press release | Distributed by Public on 04/09/2026 15:06
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FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-qualified Stock Option (Right to Buy) | $41.54 | 04/07/2026 | D | 2,012 | (4) | 11/21/2028 | Common Stock | 2,012 | (4) | 0 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $46.81 | 04/07/2026 | D | 6,523 | (4) | 03/07/2029 | Common Stock | 6,523 | (4) | 0 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $47.36 | 04/07/2026 | D | 7,322 | (4) | 03/05/2030 | Common Stock | 7,322 | (4) | 0 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $71.03 | 04/07/2026 | D | 5,055 | (4) | 03/11/2031 | Common Stock | 5,055 | (4) | 0 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $70.28 | 04/07/2026 | D | 5,293 | (4) | 03/10/2032 | Common Stock | 5,293 | (4) | 0 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $78.49 | 04/07/2026 | D | 4,210 | (4) | 03/09/2033 | Common Stock | 4,210 | (4) | 0 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $76.32 | 04/07/2026 | D | 4,536 | (4) | 03/07/2034 | Common Stock | 4,536 | (4) | 0 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $64.36 | 04/07/2026 | D | 5,535 | (4) | 02/26/2035 | Common Stock | 5,535 | (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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HANTSON LUDWIG 250 CAMPUS DRIVE MARLBOROUGH, MA 01752 |
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| /s/ Mark W. Irving, attorney-in-fact for Dr. Hantson | 04/09/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | Includes 3,695 restricted stock units, the settlement of which has been deferred pursuant to Hologic's Deferred Equity Plan. |
| (2) | Pursuant to the Agreement and Plan of Merger, dated as of October 21, 2025 (the "Merger Agreement"), by and among Hologic, Inc. ("Hologic" or "Company"), Hopper Parent Inc., a Delaware corporation ("Parent"), and Hopper Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Hologic common stock, par value $0.01 ("Company Common Stock"), was converted into the right to receive (x) $76.00 per share in cash, without interest (the "Cash Consideration") and (y) one (1) contingent value right, which represents the right to receive up to $3.00 in cash, when and if payable (each, a "CVR") (the consideration contemplated by clauses (x) and (y), together, the "Merger Consideration"). |
| (3) | At the Effective Time, each time-vesting restricted stock unit award (a "Company RSU Award") held directly by the reporting person was converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying the Company RSU Award. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock. |
| (4) | For Footnote (4), see Remarks below. |
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Remarks: (4) Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company Common Stock (a "Company Option") with an exercise price per share less than the Cash Consideration was cancelled and converted into the right to receive (i) an amount in cash equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option, multiplied by (B) the excess of the Cash Consideration over the exercise price per share of the Company Option, and (ii) one CVR with respect to each share. Each outstanding Company Option with an exercise price per share equal to or greater than the Cash Consideration and less than the sum of the Cash Consideration and $3.00 was cancelled and converted into the right to receive one CVR with respect to each share of Company Common Stock subject to such Company Option, payment in respect of which will be net of the excess of the applicable exercise price per share of the Company Option over $76.00. Each outstanding Company Option with an exercise price per share of Company Common Stock equal to or greater than the sum of the Cash Consideration and $3.00 was cancelled for no consideration. |
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