Statement of Changes in Beneficial Ownership (4)

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 ^* KENNEDY KOLLEEN T	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) Pres. Proton Solutions, CGO
(Last) (First) (Middle) C/O VARIAN MEDICAL SYSTEMS, INC., 3100 HANSEN WAY, MAIL STOP E327	3. Date of Earliest Transaction (MM/DD/YYYY) 4/15/2021
(Street) PALO ALTO, CA 94304-1038 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	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)
Common Stock	4/15/2021		D		29249 ⁽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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non Qualified Stock Option (Right to Buy)	$64.68	4/15/2021		D			1630	⁽³⁾	2/8/2025	Common Stock	1630	$112.82 ⁽³⁾	0	D
Non Qualified Stock Option (Right to Buy)	$45.73	4/15/2021		D			6002	⁽⁴⁾	2/14/2026	Common Stock	6002	$131.77 ⁽⁴⁾	0	D
Non Qualified Stock Option (Right to Buy)	$30.59	4/15/2021		D			14122	⁽⁵⁾	2/13/2027	Common Stock	14122	$146.91	0	D
Restricted Stock Units	⁽⁶⁾	4/15/2021		D			1063	⁽⁷⁾	⁽⁷⁾	Common Stock	1063	⁽⁷⁾	0	D
Restricted Stock Units	⁽⁶⁾	4/15/2021		D			12103	⁽⁸⁾	⁽⁸⁾	Common Stock	12103	⁽⁸⁾	0	D
Restricted Stock Units	⁽⁶⁾	4/15/2021		D			1906	⁽⁹⁾	⁽⁹⁾	Common Stock	1906	⁽⁹⁾	0	D
Performance Shares	⁽¹⁰⁾	4/15/2021		D			8859	⁽¹¹⁾	⁽¹¹⁾	Common Stock	8859	⁽¹¹⁾	0	D
Performance Shares	⁽¹⁰⁾	4/15/2021		D			10777	⁽¹²⁾	⁽¹²⁾	Common Stock	10777	⁽¹²⁾	0	D

Explanation of Responses:
(1)	Amount of securities beneficially owned at end of reporting period reflect a reduction of 7 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)	Pursuant to the Merger Agreement, these options, which provided for vesting of one third on 2/8/2019, and the remaining shares in 24 equal installments over the 24 months following, 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.
(4)	Pursuant to the Merger Agreement, these options, which provided for vesting of one third on 2/14/2020, and the remaining shares in 24 equal installments over the 24 months following, were canceled in exchange for a cash award representing the difference between $177.50 and the exercise price of the option of the underlying common stock.
(5)	Pursuant to the Merger Agreement, these options, which provided for vesting of one third on 2/13/2021, and the remaining shares in 24 equal installments over the 24 months following, 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.
(6)	Each restricted stock unit represents a contingent right to receive one share of VAR common stock.
(7)	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.
(8)	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.
(9)	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.
(10)	Each performance stock unit represents a contingent right to receive one share of VAR common stock.
(11)	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.
(12)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KENNEDY KOLLEEN T C/O VARIAN MEDICAL SYSTEMS, INC. 3100 HANSEN WAY, MAIL STOP E327 PALO ALTO, CA 94304-1038			Pres. Proton Solutions, CGO