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: Colbeth Richard E. (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	2021-02-21	Common Stock ()	Direct
2017-01-28	Non-Qualified Stock Option (right to buy)	$	A	0	Acquired	2022-02-13	Common Stock ()	Direct
2017-01-28	Non-Qualified Stock Option (right to buy)	$	A	0	Acquired	2023-02-12	Common Stock ()	Direct
2017-01-28	Restricted Stock Units	$	A	0	Acquired		Common Stock ()	Direct
2017-01-28	Restricted Stock Units	$	A	0	Acquired		Common Stock ()	Direct
2017-01-28	Restricted 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 a three year vesting schedule, 1/3 of the total number of shares vests in one year from February 21, 2014 and the remaining vests monthly thereafter.

F3: Option is subject to a three year vesting schedule, 1/3 of the total number of shares vests in one year from February 13, 2015 and the remaining vests monthly thereafter.

F4: Option is subject to a three year vesting schedule, 1/3 of the total number of shares vests in one year from February 12, 2016 and the remaining vests monthly thereafter.

F5: In connection with the Spin-off, each outstanding deferred stock unit ("RSU") award held by the reporting person was converted into a RSU award denominated in shares of the Issuer's common stock. The number of shares underlying the RSU 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 RSU award. Once the number of shares of the Issuer's common stock underlying this RSU award has been determined, an amended Form 4 will be filed disclosing such information. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock.

F6: These RSUs vest February 21, 2017. Vested shares will be delivered to the reporting person upon vest date.

F7: These RSUs vest in two equal annual installments beginning on February 13, 2017. Vested shares will be delivered to the reporting person upon vest date.

F8: These RSUs vest in three equal annual installments beginning on February 12, 2017. Vested shares will be delivered to the reporting person upon vest date.