SEC FORM 4

SEC Form 4

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^*

NAUMANN-ETIENNE RUEDIGER

(Last)

(First)

(Middle)

C/O VAREX IMAGING CORP

1678 S. PIONEER ROAD

(Street)

SALT LAKE CITY

84104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Varex Imaging Corp [ VREX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽¹⁾	01/28/2017		A		0⁽¹⁾		⁽²⁾	⁽²⁾	Common Stock	⁽¹⁾	$0	0⁽¹⁾	D
Deferred Stock Units	⁽¹⁾	01/28/2017		A		0⁽¹⁾		⁽³⁾	⁽³⁾	Common Stock	⁽¹⁾	$0	0⁽¹⁾	D
Deferred Stock Units	⁽¹⁾	01/28/2017		A		0⁽¹⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	⁽¹⁾	$0	0⁽¹⁾	D

Explanation of Responses:

1. In connection with the Spin-off, each outstanding deferred stock unit ("DSU") award held by the reporting person was converted into a DSU award denominated in shares of the Issuer's common stock. The number of shares underlying the DSU award will be adjusted (based in part on the simple average of the closing per-share price of Issuer's common stock trading on the Nasdaq Global Select Market during each of the first five full trading sessions following the Spin-off) in a manner intended to preserve the aggregate intrinsic value of the original Varian DSU award. Once the number of shares of the Issuer's common stock underlying this DSU award has been determined, an amended Form 4 will be filed disclosing such information. Each DSU represents a contingent right to receive one share of the Issuer's underlying common stock.

2. These DSUs vest in four equal quarterly installments beginning on February 21, 2015. Vested shares will be delivered to the reporting person upon vest date.

3. These DSUs vest in four equal quarterly installments beginning on February 13, 2016. Vested shares will be delivered to the reporting person upon vest date.

4. These DSUs vest in four equal quarterly installments beginning on February 12, 2017. Vested shares will be delivered to the reporting person upon vest date.

Remarks:

	/s/ Kimberly E. Honeysett, Attorney-in-fact	01/31/2017
	** 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).
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