Sec Form 4 Filing - KENNEDY KOLLEEN T @ VARIAN MEDICAL SYSTEMS INC - 2017-06-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KENNEDY KOLLEEN T
2. Issuer Name and Ticker or Trading Symbol
VARIAN MEDICAL SYSTEMS INC [ VAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and Pres. Oncology Sys.
(Last) (First) (Middle)
C/O VARIAN MEDICAL SYSTEMS, INC., 3100 HANSEN WAY, MAIL STOP E327
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2017
(Street)
PALO ALTO, CA94304-1038
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/01/2017 M( 1 ) 6,137 ( 2 ) A $ 60.91 ( 2 ) 32,737 D
Common Stock 06/01/2017 M( 1 ) 16,318 ( 2 ) A $ 67.12 ( 2 ) 49,055 D
Common Stock 06/01/2017 M( 1 ) 34,118 ( 2 ) A $ 74.06 ( 2 ) 83,173 D
Common Stock 06/01/2017 S( 1 ) 9,105 D $ 99.1639 ( 3 ) 74,068 D
Common Stock 06/01/2017 S( 1 ) 13,250 D $ 100.1749 ( 4 ) 60,818 D
Common Stock 06/01/2017 S( 1 ) 100 D $ 100.69 60,718 D
Common Stock 06/01/2017 S( 1 ) 400 D $ 98.63 60,318 D
Common Stock 06/01/2017 S( 1 ) 13,607 D $ 99.1848 ( 5 ) 46,711 D
Common Stock 06/01/2017 S( 1 ) 20,111 D $ 100.1724 ( 6 ) 26,600 ( 7 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Non Qualified Stock Option (Right to Buy) $ 60.91 ( 2 ) 06/01/2017 M( 1 ) 6,137 ( 2 ) ( 8 ) 11/09/2019 Common Stock 6,137 ( 2 ) $ 0 0 D
Non Qualified Stock Option (Right to Buy) $ 67.12 ( 2 ) 06/01/2017 M( 1 ) 16,318 ( 2 ) ( 9 ) 02/12/2023 Common Stock 16,318 ( 2 ) $ 0 22,846 D
Non Qualified Stock Option (Right to Buy) $ 74.06 ( 2 ) 06/01/2017 M( 1 ) 34,118 ( 2 ) ( 10 ) 02/21/2021 Common Stock 34,118 ( 2 ) $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KENNEDY KOLLEEN T
C/O VARIAN MEDICAL SYSTEMS, INC.
3100 HANSEN WAY, MAIL STOP E327
PALO ALTO, CA94304-1038
EVP and Pres. Oncology Sys.
Signatures
/s/ Franco N. Palomba, attorney-in-fact for Kolleen T. Kennedy 06/01/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction is pursuant to the filer's SEC Rule10b5-1 Stock Plan
( 2 )The 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.
( 3 )The 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.
( 4 )The 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.
( 5 )The 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.
( 6 )The 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.
( 7 )Amount 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.
( 8 )Stock 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 i nstallments over the 24 months following the first vesting date.
( 9 )Stock 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.
( 10 )Stock 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.

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