Bruff Jesse Michael Form 3 VARIAN MEDICAL SYSTEMS / Jesse Michael Bruff ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bruff Jesse Michael

(Last) (First) (Middle)

3100 HANSEN WAY

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP Finance, CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	550	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non Qualified Stock Option (Right to Buy)	(1)	08/17/2024	Common Stock	3,750	99.26	D
Non Qualified Stock Option (Right to Buy)	(2)	02/08/2025	Common Stock	1,035	112.82	D
Non Qualified Stock Option (Right to Buy)	(3)	02/14/2026	Common Stock	5,716	131.77	D
Non Qualified Stock Option (Right to Buy)	(4)	08/15/2026	Common Stock	10,465	107.32	D
Restricted Stock Units	(5)	(5)	Common Stock	2,329	(6)	D
Restricted Stock Units	(7)	(7)	Common Stock	840	(6)	D
Restricted Stock Units	(8)	(8)	Common Stock	1,265	(6)	D
Restricted Stock Units	(9)	(9)	Common Stock	394	(6)	D

Explanation of Responses:

1. Stock option granted under the Varian Medical Systems, Inc. Fourth Amended and Restated 2005 Omnibus Stock Plan which complies with Rule 16b-3. The option vests as follows: one third on 8/17/2018, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.

2. Stock option granted under the Varian Medical Systems, Inc. Fifth Amended and Restated 2005 Omnibus Stock Plan which complies with Rule 16b-3. The option vests as follows: one third on February 8, 2019, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.

3. Stock option granted under the Varian Medical Systems, Inc. Fifth Amended and Restated 2005 Omnibus Stock Plan which complies with Rule 16b-3. The option vests as follows: one third on February 14, 2020, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.

4. Stock option granted under the Varian Medical Systems, Inc. Third Amended and Restated 2005 Omnibus Stock Plan, which complies with Rule 16b-3. The option vests as follows: one third on 8/15/2020, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.

5. The restricted stock units vest in three equal installments on August 10, 2020, August 10, 2021, and August 10, 2022. Vested shares will be delivered to the reporting person on vest date.

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

7. The restricted stock units vest on the earlier of August 10, 2020, or the next Annual Meeting of Stockholders that occurs after the Grant Date. Vested shares will be delivered to the reporting person on vest date.

8. The restricted stock units vest in three equal installments on February 15, 2020, February 15, 2021, and February 15, 2022. Vested shares will be delivered to the reporting person on vest date.

9. The restricted stock units vest in three equal installments on February 15, 2019, February 15, 2020, and February 15, 2021. Vested shares will be delivered to the reporting person on vest date.

	/s/ Michael B. Dunn, attorney-in-fact for Jesse Michael Bruff	12/10/2019
	** 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 5 (b)(v).
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