Varex Imaging (VREX) Form 4 Varex Imaging / 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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018

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	02/15/2018		M		2,413	A	(1)	9,413(2)	D
Common Stock	02/15/2018		M		2,870	A	(1)	12,283	D
Common Stock	02/15/2018		M		1,809	A	(1)	14,092	D
Common Stock	02/15/2018		F		2,138(3)	D	$37.1	11,954	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
Restricted Stock Units	(1)	02/15/2018		M			2,413	(4)	(4)	Common Stock	2,413	$0	7,240	D
Restricted Stock Units	(1)	02/15/2018		M			2,870	(5)	(5)	Common Stock	2,870	$0	2,871	D
Restricted Stock Units	(1)	02/15/2018		M			1,809	(6)	(6)	Common Stock	1,809	$0	0	D
Restricted Stock Units	(1)	02/15/2018		A		7,280		(7)	(7)	Common Stock	7,280	$0	7,280	D
Non-Qualified Stock Option (right to buy)	$37.1	02/15/2018		A		22,871		(8)	02/15/2025	Common Stock	22,871	$0	22,871	D

Explanation of Responses:

1. Each Restricted Stock Unit converts into common stock on a one-for-one basis.

2. Includes 652 shares acquired under the Varex Imaging Corporation 2017 Employee Stock Purchase Plan

3. These shares represent shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the Restricted Stock Units reported herein.

4. These Restricted Stock Units vest 25% each year for four years with the first vesting date being February 15, 2018. Vested shares will be delivered to the reporting person upon vest date.

5. These Restricted Stock Units vest in three equal annual installments with the first vesting date being February 15, 2017. Vested shares will be delivered to the reporting person upon vest date.

6. These Restricted Stock Units vest in two equal annual installments with the first vesting date being February 15, 2017. Vested shares will be delivered to the reporting person upon vest date.

7. The Restricted Stock Units granted on February 15, 2018 vest 25% each year for four years beginning on February 15, 2019. Vested shares will be delivered to the reporting person upon vest date.

8. This Non-Qualified Stock Option is subject to a four-year vesting schedule. 25% of the total number of options vests one year from grant date, and the remaining options vests monthly thereafter on a pro rata basis.

Remarks:

	/s/ Matt C. Lowell, Attorney-in-fact	02/20/2018
	** 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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