SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
REINHARDT ERICH R

(Last) (First) (Middle)
C/O VAREX IMAGING CORP
1678 S. PIONEER ROAD

(Street)
SALT LAKE CITY UT 84104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Varex Imaging Corp [ VREX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
01/31/2017
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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) $23.24 01/28/2017 A 15,074(1) (2) 02/15/2020 Common Stock 15,074(1) $0 15,074(1) D
Deferred Stock Units (3) 01/28/2017 A 5,764(3) (4) 02/21/2018(4) Common Stock 5,764(3) $0 17,329(3) D
Deferred Stock Units (3) 01/28/2017 A 5,207(3) (5) 02/13/2019(5) Common Stock 5,207(3) $0 17,329(3) D
Deferred Stock Units (3) 01/28/2017 A 6,358(3) (6) 02/12/2020(6) Common Stock 6,358(3) $0 17,329(3) D
Explanation of Responses:
1. In connection with the spin-off of the Issuer from Varian Medical Systems Inc. ("Varian") on January 28, 2017 (the "Spin-off"), each outstanding Varian stock option award held by the reporting person was converted into an award of options to purchase shares of the Issuer's common stock. The number of shares underlying the option award, and the exercise price thereof, was adjusted (based in part on the simple average of the closing per-share price of Issuer's common stock trading on the Nasdaq Global Select Market during each of the first five full trading sessions following the Spin-off) in a manner intended to preserve the aggregate intrinsic value of the original Varian option award. This amendment is being filed to disclose the exercise price and number of underlying shares that have been determined in respect of each grant.
2. Option vested 100% immediately on February 15, 2013.
3. In connection with the spin-off, each outstanding deferred stock unit ("DSU") award held by the reporting person was converted into a DSU award denominated in shares of the Issuer's common stock. The number of shares underlying the DSU award was adjusted (based in part on the simple average of the closing per-share price of Issuer's common stock trading on the Nasdaq Global Select Market during each of the first five full trading sessions following the Spin-off) in a manner intended to preserve the aggregate intrinsic value of the original Varian DSU award. This amendment is being filed to disclose the number of shares of the Issuer's common stock underlying this DSU. Each DSU represents a contingent right to receive one share of the Issuer's underlying common stock.
4. These DSUs were fully vested on February 21, 2015. Vested shares will be delivered the earlier of three (3) years from February 21, 2014 or termination date.
5. These DSUs were fully vested on February 13, 2016. Vested shares will be delivered the earlier of three (3) years from February 13, 2015 or termination date.
6. These DSUs vest one year in four (4) equal quarterly installments over a 12 month period beginning February 12, 2016. Vested shares will be delivered the earlier of three (3) years from February 12, 2016 or termination date.
Remarks:
/s/ Kimberley E. Honeysett, Attorney-in-fact 02/09/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.