SEC Form 4: WILSON DOW R returned 39,231 units of Common Stock to the company and gifted 65,558 units of Common Stock, decreasing direct ownership by 100% to 0 units
$VAR
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VARIAN MEDICAL SYSTEMS INC [ VAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/05/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 11/05/2020 | G | V | 46,700 | D | $0 | 35,864 | D | ||
| Common Stock | 02/08/2021 | G | V | 15,460 | D | $0 | 42,485 | D | ||
| Common Stock | 02/22/2021 | G | V | 3,398 | D | $0 | 39,087 | D | ||
| Common Stock | 04/15/2021 | D | 39,231(1) | D | (2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
| Performance Shares | (3) | 04/15/2021 | D | 23,577 | (4) | (4) | Common Stock | 23,577 | (4) | 0 | D | ||||
| Performance Shares | (3) | 04/15/2021 | D | 20,763 | (5) | (5) | Common Stock | 20,763 | (5) | 0 | D | ||||
| Performance Stock Option | $58.74(6) | 04/15/2021 | D | 163,361 | (7) | (7) | Common Stock | 163,361 | $118.76(7) | 0 | D | ||||
| Performance Stock Option | $45.92(6) | 04/15/2021 | D | 130,095 | (8) | (8) | Common Stock | 130,095 | $131.58(8) | 0 | D | ||||
| Restricted Stock Units | (9) | 04/15/2021 | D | 21,613 | (10) | (10) | Common Stock | 21,613 | (10) | 0 | D | ||||
| Explanation of Responses: |
| 1. Amount of securities beneficially owned at end of reporting period reflect 144 shares purchased on April 8, 2021 under the Varian Medical Systems, Inc. Employee Stock Purchase Plan. |
| 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 performance stock unit represents a contingent right to receive one share of VAR common stock. |
| 4. Pursuant to the Merger Agreement, these performance stock units, which were granted November 16, 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. |
| 5. Pursuant to the Merger Agreement, performance stock units, which were granted November 22, 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. |
| 6. Each performance stock option represents a contingent right to purchase one share of VAR common stock at the derivative security price. |
| 7. Pursuant to the Merger Agreement, these performance stock options, which were granted November 16, 2018, 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 and applicable performance conditions were deemed to be achieved at the target performance level. |
| 8. Pursuant to the Merger Agreement, these performance stock options, which were granted November 22, 2019, 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 and applicable performance conditions were deemed to be achieved at the target performance level. |
| 9. Each restricted stock unit represents a contingent right to receive one share of VAR common stock. |
| 10. 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. |
| /s/ Magnus Momsen, attorney-in-fact | 04/15/2021 | |
| ** 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 Number. | ||