Varex Imaging Corp — Director's Dealing 2017

Feb 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Varex Imaging Corp (VREX)
CIK: 0001681622
Period of Report: 2017-01-28

Reporting Person: REINHARDT ERICH R (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-28	Non-Qualified Stock Option (right to buy)	$	A	0	Acquired	2020-02-21	Common Stock ()	Direct
2017-01-28	Deferred Stock Units	$	A	0	Acquired		Common Stock ()	Direct
2017-01-28	Deferred Stock Units	$	A	0	Acquired		Common Stock ()	Direct
2017-01-28	Deferred Stock Units	$	A	0	Acquired		Common Stock ()	Direct

Footnotes

F1: In connection with the Spin-off of the Issuer from Varian Medical Systems Inc. ("Varian") on January 28, 2017 (the "Spin-off"), each outstanding Varian stock option award held by the reporting person was converted into an award of options to purchase shares of the Issuer's common stock. The number of shares underlying the option award, and the exercise price thereof, 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 option award. Once the number of shares of the Issuer's common stock underlying this option award, and the exercise price thereof, has been determined, an amended Form 4 will be filed disclosing such information.

F2: Option is subject to vest 100% immediately on February 15, 2013.

F3: 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.

F4: 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.

F5: 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.

F6: 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.