SEC Form 4/A · accession 0001214659-17-000914
Varex Imaging Corp · VREX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Clarence R Verhoef
Officer — SVP & Chief Financial Officer
Period of report
Jan 28, 2017
Accepted (ET)
Feb 9, 2017 · 9:02 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 | $22.84 | Jan 28, 2017 | A | 21,047 | A | — | Nov 9, 2019 | Common Stock | 21,047 | 21,047 | D |
| Non-Qualified Stock Option (right to buy)F1,F3 | $27.77 | Jan 28, 2017 | A | 22,063 | A | — | Feb 21, 2021 | Common Stock | 22,063 | 22,063 | D |
| Non-Qualified Stock Option (right to buy)F1,F4 | $30.74 | Jan 28, 2017 | A | 27,116 | A | — | Feb 13, 2022 | Common Stock | 27,116 | 27,116 | D |
| Non-Qualified Stock Option (right to buy)F1,F5 | $25.17 | Jan 28, 2017 | A | 47,786 | A | — | Feb 12, 2023 | Common Stock | 47,786 | 47,786 | D |
| Restricted Stock UnitsF6,F7 | — | Jan 28, 2017 | A | 1,601 | A | — | Feb 15, 2018 | Common Stock | 1,601 | 13,830 | D |
| Restricted Stock UnitsF6,F8 | — | Jan 28, 2017 | A | 3,618 | A | — | Feb 15, 2019 | Common Stock | 3,618 | 13,830 | D |
| Restricted Stock UnitsF6,F9 | — | Jan 28, 2017 | A | 8,611 | A | — | Feb 15, 2020 | Common Stock | 8,611 | 13,830 | 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, was 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. This amendment is being filed to disclose the exercise price and number of underlying shares that have been determined in respect of each grant.
- F2Option fully vested three years from grant date.
- F3Option is subject to a three year vesting schedule, 1/3 of the total number of shares vests in one year from February 21, 2014 and the remaining vests monthly thereafter.
- F4Option is subject to a three year vesting schedule, 1/3 of the total number of shares vests in one year from February 13, 2015 and the remaining vests monthly thereafter.
- F5Option 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.
- F6In connection with the spin-off, each outstanding restricted 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 was 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. This amendment is being filed to disclose the number of shares of the Issuer's common stock underlying this RSU. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock.
- F7These RSUs vest February 15, 2017. Vested shares will be delivered to the reporting person upon vest date.
- F8These RSUs vest in two equal annual installments beginning on February 15, 2017. Vested shares will be delivered to the reporting person upon vest date.
- F9These RSUs vest in three equal annual installments beginning on February 15, 2017. Vested shares will be delivered to the reporting person upon vest date.