Sec Form 4 Filing - KENNEDY KOLLEEN T @ VARIAN MEDICAL SYSTEMS INC - 2021-04-15

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) Pres. Proton Solutions, CGO (Last) (First) (Middle) C/O VARIAN MEDICAL SYSTEMS, INC., 3100 HANSEN WAY, MAIL STOP E327 3. Date of Earliest Transaction (MM/DD/YY) 04/15/2021 (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 04/15/2021 D 29,249 ( 1 ) D 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 (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) $ 64.68 04/15/2021 D 1,630 ( 3 ) 02/08/2025 Common Stock 1,630 $ 112.8 2 ( 3 ) 0 D Non Qualified Stock Option (Right to Buy) $ 45.73 04/15/2021 D 6,002 ( 4 ) 02/14/2026 Common Stock 6,002 $ 131.77 ( 4 ) 0 D Non Qualified Stock Option (Right to Buy) $ 30.59 04/15/2021 D 14,122 ( 5 ) 02/13/2027 Common Stock 14,122 $ 146.91 0 D Restricted Stock Units ( 6 ) 04/15/2021 D 1,063 ( 7 ) ( 7 ) Common Stock 1,063 ( 7 ) 0 D Restricted Stock Units ( 6 ) 04/15/2021 D 12,103 ( 8 ) ( 8 ) Common Stock 12,103 ( 8 ) 0 D Restricted Stock Units ( 6 ) 04/15/2021 D 1,906 ( 9 ) ( 9 ) Common Stock 1,906 ( 9 ) 0 D Performance Shares ( 10 ) 04/15/2021 D 8,859 ( 11 ) ( 11 ) Common Stock 8,859 ( 11 ) 0 D Performance Shares ( 10 ) 04/15/2021 D 10,777 ( 12 ) ( 12 ) Common Stock 10,777 ( 12 ) 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 Pres. Proton Solutions, CGO Signatures /s/ Magnus Momsen, attorney-in-fact 04/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Amount of securities beneficially owned at end of reporting period reflect a reduction of 7 shares as a result of a tax correction for the February 16, 2021 RSU vesting. ( 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 )Pursuant to the Merger Agreement, these options, which provided for vesting of one third on 2/8/2019, and the remaining shares in 24 equal installments over the 24 months following, 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. ( 4 )Pursuant to the Merger Agreement, these options, which provided for vesting of one third on 2/14/2020, and the remaining shares in 24 equal installments over the 24 months following, were canceled in exchange for a cash award representing the difference between $177.50 and the exercise price of the option of the underlying common stock. ( 5 )Pursuant to the Merger Agreement, these options, which provided for vesting of one third on 2/13/2021, and the remaining shares in 24 equal installments over the 24 months following, 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. ( 6 )Each restricted stock unit represents a contingent right to receive one share of VAR common stock. ( 7 )Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal annual installments beginning February 14, 2020, were cancelled in exchange for a cash payment of $177.50 per unvested share of underlying common stock. ( 8 )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. ( 9 )Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal annual installments beginning February 15, 2021, were cancelled in exchange for a cash payment of $177.50 per unvested share of underlying common stock. ( 10 )Each performance stock unit represents a contingent right to receive one share of VAR common stock. ( 11 )Pursuant to the Merger Agreement, these performance stock units, which were granted November 21, 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. ( 12 )Pursuant to the Merger Agreement, these performance stock units, which were granted November 15, 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly .

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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