FORM 4 [X] 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 *

Toth Christopher A.
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)
SVP and Pres. Oncology Systems
(Last)          (First)          (Middle)

C/O VARIAN MEDICAL SYSTEMS, INC., 3100 HANSEN WAY M/S E327
3. Date of Earliest Transaction (MM/DD/YYYY)

4/15/2021
(Street)

PALO ALTO, CA 94304
(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 4/15/2021  D  15418 (1)D (2)0 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (3)4/15/2021  D     633   (4) (4)Common Stock 633  (4)0 D  
Restricted Stock Units  (3)4/15/2021  D     1816   (5) (5)Common Stock 1816  (5)0 D  
Performance Shares  (6)4/15/2021  D     6415   (7) (7)Common Stock 6415  (7)0 D  
Performance Shares  (6)4/15/2021  D     8437   (8) (8)Common Stock 8437  (8)0 D  

Explanation of Responses:
(1) Amount of securities disposed of reflect 196 shares purchased on April 8, 2021 under the Varian Medical Systems, Inc. Employee Stock Purchase Plan and a reduction of 8 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) Each restricted stock unit represents a contingent right to receive one share of VAR common stock.
(4) 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.
(5) 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.
(6) Each performance stock unit represents a contingent right to receive one share of VAR common stock.
(7) 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.
(8) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Toth Christopher A.
C/O VARIAN MEDICAL SYSTEMS, INC.
3100 HANSEN WAY M/S E327
PALO ALTO, CA 94304


SVP and Pres. Oncology Systems

Signatures
/s/ Magnus Momsen, attorney-in-fact4/16/2021
**Signature of Reporting PersonDate

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