Kevin O'Reilly Form 3 VARIAN MEDICAL SYSTEMS / Kevin O'Reilly 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^*

O'Reilly Kevin

(Last) (First) (Middle)

3100 HANSEN WAY

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2020

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, President of Oncology Sys

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)
No securities beneficially owned	0	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)	02/08/2025	Common Stock	2,587	112.82	D
Non Qualified Stock Option (Right to Buy)	(2)	02/14/2026	Common Stock	6,859	131.77	D
Non Qualified Stock Option (Right to Buy)	(3)	02/13/2027	Common Stock	7,846	146.91	D
Restricted Stock Units	(4)	(4)	Common Stock	1,588	(5)	D
Restricted Stock Units	(6)	(6)	Common Stock	1,012	(5)	D
Restricted Stock Units	(7)	(7)	Common Stock	493	(5)	D

Explanation of Responses:

1. 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.

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 14, 2020, 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 13, 2021, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.

4. The restricted stock units vest in three equal installments on February 15, 2021, February 15, 2022 and February 15, 2023. Vested shares will be delivered to the reporting person on vest date.

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

6. 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.

7. 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 Kevin O'Reilly	10/08/2020
	** 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).
** 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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