SEC Form 4 · accession 0001127602-17-020394

VARIAN MEDICAL SYSTEMS INC · VAR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kolleen T Kennedy

Officer — EVP and Pres. Oncology Sys.

Period of report

Jun 1, 2017

Accepted (ET)

Jun 2, 2017 · 6:59 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000203527

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F2	Jun 1, 2017	M	6,137	$60.91	A	32,737	D
Common Stock^F2	Jun 1, 2017	M	16,318	$67.12	A	49,055	D
Common Stock^F2	Jun 1, 2017	M	34,118	$74.06	A	83,173	D
Common Stock^F3	Jun 1, 2017	S	9,105	$99.1639	D	74,068	D
Common Stock^F4	Jun 1, 2017	S	13,250	$100.1749	D	60,818	D
Common Stock	Jun 1, 2017	S	100	$100.69	D	60,718	D
Common Stock	Jun 1, 2017	S	400	$98.63	D	60,318	D
Common Stock^F5	Jun 1, 2017	S	13,607	$99.1848	D	46,711	D
Common Stock^F6,F7	Jun 1, 2017	S	20,111	$100.1724	D	26,600	D

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)^F2,F8	$60.91	Jun 1, 2017	M	6,137	D	—	Nov 9, 2019	Common Stock	6,137	0	D
Non Qualified Stock Option (Right to Buy)^F2,F9	$67.12	Jun 1, 2017	M	16,318	D	—	Feb 12, 2023	Common Stock	16,318	22,846	D
Non Qualified Stock Option (Right to Buy)^F2,F10	$74.06	Jun 1, 2017	M	34,118	D	—	Feb 21, 2021	Common Stock	34,118	0	D

Explanation of responses

F1This transaction is pursuant to the filer's SEC Rule10b5-1 Stock Plan
F10Stock 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 02/21/2015, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
F2The stock options were adjusted pursuant to the Employee Matters Agreement between Varian Medical Systems, Inc. ("Varian") and Varex Imaging Corporation ("Varex") relating to the January 28, 2017 distribution by Varian to its stockholders of all of the outstanding shares of the common stock of Varex. Stock options that were outstanding at the time of the distribution were adjusted by multiplying the number of shares subject thereto by 1.1303 and rounding down to the nearest whole share, and dividing the per share exercise price by 1.1303 and rounding up to the nearest cent.
F3The 9,105 shares were sold in multiple transactions executed on the same day at prices ranging from $98.63 to $99.61. The detailed breakdown of executed sales will be furnished upon request.
F4The 13,250 shares were sold in multiple transactions executed on the same day at prices ranging from $99.65 to $100.64. The detailed breakdown of executed sales will be furnished upon request.
F5The 13,607 shares were sold in multiple transactions executed on the same day at prices ranging from $98.66 to $99.65. The detailed breakdown of executed sales will be furnished upon request.
F6The 20,111 shares were sold in multiple transactions executed on the same day at prices ranging from $99.67 to $100.66. The detailed breakdown of executed sales will be furnished upon request.
F7Amount of securities beneficially owned at end of reporting period reflect 241 shares purchased on April 28, 2017 under the Varian Medical Systems, Inc. Employee Stock Purchase Plan.
F8Stock 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 11/09/2013, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
F9Stock 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 2/12/2017, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.