Varian Medical Systems (VAR) 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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X

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)
11/05/2020

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	11/05/2020		G	V	46,700	D	$0	35,864	D
Common Stock	02/08/2021		G	V	15,460	D	$0	42,485	D
Common Stock	02/22/2021		G	V	3,398	D	$0	39,087	D
Common Stock	04/15/2021		D		39,231(1)	D	(2)	0	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
Performance Shares	(3)	04/15/2021		D			23,577	(4)	(4)	Common Stock	23,577	(4)	0	D
Performance Shares	(3)	04/15/2021		D			20,763	(5)	(5)	Common Stock	20,763	(5)	0	D
Performance Stock Option	$58.74(6)	04/15/2021		D			163,361	(7)	(7)	Common Stock	163,361	$118.76(7)	0	D
Performance Stock Option	$45.92(6)	04/15/2021		D			130,095	(8)	(8)	Common Stock	130,095	$131.58(8)	0	D
Restricted Stock Units	(9)	04/15/2021		D			21,613	(10)	(10)	Common Stock	21,613	(10)	0	D

Explanation of Responses:

1. Amount of securities beneficially owned at end of reporting period reflect 144 shares purchased on April 8, 2021 under the Varian Medical Systems, Inc. Employee Stock Purchase Plan.

2. Disposed of pursuant to merger agreement (the "Merger Agreement") between issuer and Siemens Healthineers I GmbH and certain other parties in exchange for a cash payment of $177.50 per share of common stock.

3. Each performance stock unit represents a contingent right to receive one share of VAR common stock.

4. Pursuant to the Merger Agreement, these performance stock units, which were granted November 16, 2018, were cancelled in exchange for a cash payment of $177.50 per share of underlying common stock and applicable performance conditions were deemed to be achieved at the target performance level.

5. Pursuant to the Merger Agreement, performance stock units, which were granted November 22, 2019, were cancelled in exchange for a cash payment of $177.50 per share of underlying common stock and applicable performance conditions were deemed to be achieved at the target performance level.

6. Each performance stock option represents a contingent right to purchase one share of VAR common stock at the derivative security price.

7. Pursuant to the Merger Agreement, these performance stock options, which were granted November 16, 2018, were cancelled in exchange for a cash payment representing the difference between $177.50 and the exercise price of each share of underlying common stock and applicable performance conditions were deemed to be achieved at the target performance level.

8. Pursuant to the Merger Agreement, these performance stock options, which were granted November 22, 2019, were cancelled in exchange for a cash payment representing the difference between $177.50 and the exercise price of each share of underlying common stock and applicable performance conditions were deemed to be achieved at the target performance level.

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

10. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal annual installments beginning November 15, 2021, were cancelled in exchange for a cash award equal to $177.50 per unvested share of underlying common stock that will vest and pay out according to the same schedule.

	/s/ Magnus Momsen, attorney-in-fact	04/15/2021
	** Signature of Reporting Person	Date
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