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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

7/8/2019
(Street)

PALO ALTO, CA 94304-1038
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/8/2019     M (1)    543   A $112.82   27633   D    
Common Stock   7/8/2019     S (1)    494   D $137.5533   (2) 27139   D    
Common Stock   7/8/2019     S (1)    49   D $138.1773   (3) 27090   D    
Common Stock   7/10/2019     M (1)    699   A $80.40   27789   D    
Common Stock   7/10/2019     S (1)    396   D $138.0071   (4) 27393   D    
Common Stock   7/10/2019     S (1)    303   D $138.6521   (5) 27090   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $112.82   7/8/2019     M   (1)       543      (6) 2/8/2025   Common Stock   543   $0   10320   D    
Non Qualified Stock Option (Right to Buy)   $80.40   7/10/2019     M   (1)       699      (7) 2/10/2024   Common Stock   699   $0   4895   D    

Explanation of Responses:
(1)  This transaction is pursuant to the filer's SEC Rule10b5-1 Stock Plan
(2)  The 494 shares were sold in multiple transactions executed on the same day at prices ranging from $137.03 to $137.79. The detailed breakdown of executed sales will be furnished upon request.
(3)  The 49 shares were sold in multiple transactions executed on the same day at prices ranging from $138.17 to $138.53. The detailed breakdown of executed sales will be furnished upon request.
(4)  The 396 shares were sold in multiple transactions executed on the same day at prices ranging from $137.45 to $138.43. The detailed breakdown of executed sales will be furnished upon request.
(5)  The 303 shares were sold in multiple transactions executed on the same day at prices ranging from $138.49 to $138.82. The detailed breakdown of executed sales will be furnished upon request.
(6)  Stock option granted under the Varian Medical Systems, Inc. Fifth Amended and Restated 2005 Omnibus Stock Plan which complies with Rule 16b-3. The option vests as follows: one third on February 8, 2019, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
(7)  Stock option granted under the Varian Medical Systems, Inc. Fourth Amended and Restated 2005 Omnibus Stock Plan which complies with Rule 16b-3. The option vests as follows: one third on 2/10/2018, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.

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, CA 94304-1038


Pres. Proton Solutions, CGO

Signatures
/s/ John W. Kuo, attorney-in-fact for Kolleen T. Kennedy 7/10/2019
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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