Wilson Dow R Form 4 VARIAN MEDICAL SYSTEMS / DOW R WILSON ownership change

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^*

WILSON DOW R

(Last) (First) (Middle)

C/O VARIAN MEDICAL SYSTEMS, INC.

3100 HANSEN WAY, M/S E-327

(Street)

PALO ALTO CA 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/10/2017		M(1)		15,060(2)	A	$51.23(2)	81,836	D
Common Stock	07/10/2017		S(1)		14,060	D	$103.3402(3)	67,776	D
Common Stock	07/10/2017		S(1)		1,000	D	$103.738(4)	66,776(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non Qualified Stock Option (Right to Buy)	$51.23(2)	07/10/2017		M(1)			15,060(2)	(6)	11/11/2018	Common Stock	15,060(2)	$0	45,177	D

Explanation of Responses:

1. This transaction is pursuant to the filer's SEC Rule10b5-1 Stock Plan.

2. The stock options were adjusted pursuant to the Employee Matters Agreement between Varian Medical Systems, Inc. ("Varian") and Varex Imaging Corporation ("Varex") relating to the January 28, 2017 distribution by Varian to its stockholders of all of the outstanding shares of the common stock of Varex. Stock options that were outstanding at the time of the distribution were adjusted by multiplying the number of shares subject thereto by 1.1303 and rounding down to the nearest whole share, and dividing the per share exercise price by 1.1303 and rounding up to the nearest cent.

3. The 14,060 shares were sold in multiple transactions executed on the same day at prices ranging from $102.70 to $103.69. The detailed breakdown of executed sales will be furnished upon request.

4. The 1,000 shares were sold in multiple transactions executed on the same day at prices ranging from $103.70 to $103.85. The detailed breakdown of executed sales will be furnished upon request.

5. Amount of securities beneficially owned at end of reporting period reflect 311 shares purchased on April 28, 2017 under the Varian Medical Systems, Inc. Employee Stock Purchase Plan.

6. Stock option granted under the Varian Medical Systems, Inc. Second Amended and Restated 2005 Omnibus Stock Plan, which complies with Rule 16b-3. The option vests as follows: one third on 11/11/2012, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.

	/s/ Franco N. Palomba, Attorney in Fact for Dow R. Wilson	07/11/2017
	** Signature of Reporting Person	Date
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