0001127602-21-013912.txt : 20210416 0001127602-21-013912.hdr.sgml : 20210416 20210416195047 ACCESSION NUMBER: 0001127602-21-013912 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210415 FILED AS OF DATE: 20210416 DATE AS OF CHANGE: 20210416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Reilly Kevin CENTRAL INDEX KEY: 0001826572 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07598 FILM NUMBER: 21832763 MAIL ADDRESS: STREET 1: VARIAN MEDICAL SYSTEMS STREET 2: 3100 HANSEN WAY CITY: PALO ALTO STATE: CA ZIP: 94304 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VARIAN MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000203527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 942359345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1001 BUSINESS ADDRESS: STREET 1: 3100 HANSEN WAY STREET 2: BUILDING 4A CITY: PALO ALTO STATE: CA ZIP: 94304-1038 BUSINESS PHONE: 650-493-4000 MAIL ADDRESS: STREET 1: 3100 HANSEN WAY STREET 2: BUILDING 4A CITY: PALO ALTO STATE: CA ZIP: 94304-1038 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN ASSOCIATES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN DELAWARE INC DATE OF NAME CHANGE: 19761123 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2021-04-15 1 0000203527 VARIAN MEDICAL SYSTEMS INC VAR 0001826572 O'Reilly Kevin 3100 HANSEN WAY PALO ALTO CA 94304 1 SVP, President of Oncology Sys Common Stock 2021-04-15 4 D 0 1556 D 0 D Non Qualified Stock Option (Right to Buy) 64.68 2021-04-15 4 D 0 2587 112.82 D 2025-02-08 Common Stock 2587 0 D Non Qualified Stock Option (Right to Buy) 45.73 2021-04-15 4 D 0 6859 131.77 D 2026-02-14 Common Stock 6859 0 D Non Qualified Stock Option (Right to Buy) 30.59 2021-04-15 4 D 0 7846 146.91 D 2027-02-13 Common Stock 7846 0 D Restricted Stock Units 2021-04-15 4 D 0 506 D Common Stock 506 0 D Restricted Stock Units 2021-04-15 4 D 0 1059 D Common Stock 1059 0 D Performance Shares 2021-04-15 4 D 0 1711 D Common Stock 1711 0 D Restricted Stock Units 2021-04-15 4 D 0 6340 D Common Stock 6340 0 D Performance Shares 2021-04-15 4 D 0 1641 D Common Stock 1641 0 D Amount of securities disposed of reflect 74 shares purchased on April 8, 2021 and 86 shares purchased on October 30, 2020 under the Varian Medical Systems, Inc. Employee Stock Purchase Plan. Disposed of pursuant to merger agreement (the "Merger Agreement") between issuer and Siemens Healthineers I GmbH and certain other parties in exchange for a cash payment of $177.50 per share of common stock. Pursuant to the Merger Agreement, these options, which provided for vesting of one third on 2/8/2019, and the remaining shares in 24 equal installments over the 24 months following, were cancelled in exchange for a cash payment representing the difference between $177.50 and the exercise price of each share of underlying common stock. Pursuant to the Merger Agreement, these options, which provided for vesting of one third on 2/14/2020, and the remaining shares in 24 equal installments over the 24 months following, were canceled in exchange for a cash award representing the difference between $177.50 and the exercise price of the option of the underlying common stock. Pursuant to the Merger Agreement, these options, which provided for vesting of one third on 2/13/2021, and the remaining shares in 24 equal installments over the 24 months following, were cancelled in exchange for a cash payment representing the difference between $177.50 and the exercise price of each share of underlying common stock. Each restricted stock unit represents a contingent right to receive one share of VAR common stock. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal annual installments beginning February 14, 2020, were cancelled in exchange for a cash payment of $177.50 per unvested share of underlying common stock. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal annual installments beginning February 15, 2021, were cancelled in exchange for a cash payment of $177.50 per unvested share of underlying common stock. Each performance stock unit represents a contingent right to receive one share of VAR common stock. Pursuant to the Merger Agreement, these performance stock units, which were granted November 15, 2018, were cancelled in exchange for a cash payment of $177.50 per share of underlying common stock and applicable performance conditions were deemed to be achieved at the target performance level. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal annual installments beginning November 15, 2021, were cancelled in exchange for a cash award equal to $177.50 per unvested share of underlying common stock that will vest and pay out according to the same schedule. Pursuant to the Merger Agreement, these performance stock units, which were granted November 21, 2019, were cancelled in exchange for a cash payment of $177.50 per share of underlying common stock and applicable performance conditions were deemed to be achieved at the target performance level. /s/ Magnus Momsen, attorney-in-fact 2021-04-16