SEC FORM 4

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

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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^*

O'Reilly Kevin

(Last)

(First)

(Middle)

3100 HANSEN WAY

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VARIAN MEDICAL SYSTEMS INC [ VAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, President of Oncology Sys

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2021		D		1,556⁽¹⁾	D	⁽²⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non Qualified Stock Option (Right to Buy)	$64.68	04/15/2021		D			2,587	⁽³⁾	02/08/2025	Common Stock	2,587	$112.82⁽³⁾	0	D
Non Qualified Stock Option (Right to Buy)	$45.73	04/15/2021		D			6,859	⁽⁴⁾	02/14/2026	Common Stock	6,859	$131.77⁽⁴⁾	0	D
Non Qualified Stock Option (Right to Buy)	$30.59	04/15/2021		D			7,846	⁽⁵⁾	02/13/2027	Common Stock	7,846	$146.91⁽⁵⁾	0	D
Restricted Stock Units	⁽⁶⁾	04/15/2021		D			506	⁽⁷⁾	⁽⁷⁾	Common Stock	506	⁽⁷⁾	0	D
Restricted Stock Units	⁽⁶⁾	04/15/2021		D			1,059	⁽⁸⁾	⁽⁸⁾	Common Stock	1,059	⁽⁸⁾	0	D
Performance Shares	⁽⁹⁾	04/15/2021		D			1,711	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,711	⁽¹⁰⁾	0	D
Restricted Stock Units	⁽⁶⁾	04/15/2021		D			6,340	⁽¹¹⁾	⁽¹¹⁾	Common Stock	6,340	⁽¹¹⁾	0	D
Performance Shares	⁽⁹⁾	04/15/2021		D			1,641	⁽¹²⁾	⁽¹²⁾	Common Stock	1,641	⁽¹²⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. Each restricted stock unit represents a contingent right to receive one share of VAR common stock.

7. 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.

8. 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.

9. Each performance stock unit represents a contingent right to receive one share of VAR common stock.

10. 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.

11. 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.

12. 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	04/16/2021
	** 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).
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