SEC Form 4 · accession 0001214659-17-000586
Varex Imaging Corp · VREX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Kimberley E. Honeysett
Officer — SVP and General Counsel
Period of report
Jan 28, 2017
Accepted (ET)
Jan 31, 2017 · 9:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001681622
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F1,F2 | — | Jan 28, 2017 | A | 0 | A | — | Feb 12, 2023 | Common Stock | — | 0 | D |
| Restricted Stock UnitsF3,F4 | — | Jan 28, 2017 | A | 0 | A | — | — | Common Stock | — | 0 | D |
| Restricted Stock UnitsF3,F5 | — | Jan 28, 2017 | A | 0 | A | — | — | Common Stock | — | 0 | D |
| Restricted Stock UnitsF3,F6 | — | Jan 28, 2017 | A | 0 | A | — | — | Common Stock | — | 0 | D |
Explanation of responses
- F1In 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, will be 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. Once the number of shares of the Issuer's common stock underlying this option award, and the exercise price thereof, has been determined, an amended Form 4 will be filed disclosing such information.
- F2Option 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.
- F3In connection with the Spin-off, each outstanding deferred 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 will be 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. Once the number of shares of the Issuer's common stock underlying this RSU award has been determined, an amended Form 4 will be filed disclosing such information. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock.
- F4These RSUs vest February 21, 2017. Vested shares will be delivered to the reporting person upon vest date.
- F5These RSUs vest in two equal installments beginning February 13, 2017. Vested shares will be delivered to the reporting person upon vest date.
- F6These RSUs vest in three equal installments beginning February 12, 2017. Vested shares will be delivered to the reporting person upon vest date.