Varex Imaging Form 4/A / CLARENCE R VERHOEF 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^*

VERHOEF CLARENCE R

(Last)

(First)

(Middle)

C/O VAREX IMAGING CORP

1678 S. PIONEER ROAD

(Street)

SALT LAKE CITY

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & Chief Financial Officer

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)
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)

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)	$22.84	01/28/2017		A		21,047⁽¹⁾		⁽²⁾	11/09/2019	Common Stock	21,047⁽¹⁾	$0	21,047⁽¹⁾	D
Non-Qualified Stock Option (right to buy)	$27.77	01/28/2017		A		22,063⁽¹⁾		⁽³⁾	02/21/2021	Common Stock	22,063⁽¹⁾	$0	22,063⁽¹⁾	D
Non-Qualified Stock Option (right to buy)	$30.74	01/28/2017		A		27,116⁽¹⁾		⁽⁴⁾	02/13/2022	Common Stock	27,116⁽¹⁾	$0	27,116⁽¹⁾	D
Non-Qualified Stock Option (right to buy)	$25.17	01/28/2017		A		47,786⁽¹⁾		⁽⁵⁾	02/12/2023	Common Stock	47,786⁽¹⁾	$0	47,786⁽¹⁾	D
Restricted Stock Units	⁽⁶⁾	01/28/2017		A		1,601⁽⁶⁾		⁽⁷⁾	02/15/2018⁽⁷⁾	Common Stock	1,601⁽⁶⁾	$0	13,830⁽⁶⁾	D
Restricted Stock Units	⁽⁶⁾	01/28/2017		A		3,618⁽⁶⁾		⁽⁸⁾	02/15/2019⁽⁸⁾	Common Stock	3,618⁽⁶⁾	$0	13,830⁽⁶⁾	D
Restricted Stock Units	⁽⁶⁾	01/28/2017		A		8,611⁽⁶⁾		⁽⁹⁾	02/15/2020⁽⁹⁾	Common Stock	8,611⁽⁶⁾	$0	13,830⁽⁶⁾	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 fully vested three years from grant date.

3. Option is subject to a three year vesting schedule, 1/3 of the total number of shares vests in one year from February 21, 2014 and the remaining vests monthly thereafter.

4. Option is subject to a three year vesting schedule, 1/3 of the total number of shares vests in one year from February 13, 2015 and the remaining vests monthly thereafter.

5. Option is subject to a three year vesting schedule, 1/3 of the total number of shares vests in one year from February 12, 2016 and the remaining vests monthly thereafter.

6. In connection with the spin-off, each outstanding restricted stock unit ("RSU") award held by the reporting person was converted into a RSU award denominated in shares of the Issuer's common stock. The number of shares underlying the RSU 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 RSU award. This amendment is being filed to disclose the number of shares of the Issuer's common stock underlying this RSU. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock.

7. These RSUs vest February 15, 2017. Vested shares will be delivered to the reporting person upon vest date.

8. These RSUs vest in two equal annual installments beginning on February 15, 2017. Vested shares will be delivered to the reporting person upon vest date.

9. These RSUs vest in three equal annual installments beginning on February 15, 2017. Vested shares will be delivered to the reporting person upon vest 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.
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Varex Imaging (VREX) Form 4/AVarex Imaging / CLARENCE R VERHOEF ownership change