Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MOMSEN MAGNUS
2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2017
3. Issuer Name and Ticker or Trading Symbol
VARIAN MEDICAL SYSTEMS INC [VAR]
(Last)
(First)
(Middle)
C/O VARIAN MEDICAL SYSTEMS, INC., 3100 HANSEN WAY, MS E327
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, CAO, Corporate Controller
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94304
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,116
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Option (Right to Buy) 11/09/2015(1) 11/09/2019 Common Stock 4,057 $ 60.91 D  
Non Qualified Stock Option (Right to Buy) 02/21/2017(2) 02/21/2021 Common Stock 4,343 $ 74.06 D  
Non Qualified Stock Option (Right to Buy)   (3) 02/13/2022 Common Stock 4,473 $ 81.97 D  
Non Qualified Stock Option (Right to Buy)   (4) 02/12/2023 Common Stock 6,064 $ 67.12 D  
Restricted Stock Units   (5)   (5) Common Stock 631 $ (6) D  
Restricted Stock Units   (7)   (7) Common Stock 1,194 $ (6) D  
Restricted Stock Units   (8)   (8) Common Stock 2,185 $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOMSEN MAGNUS
C/O VARIAN MEDICAL SYSTEMS, INC.
3100 HANSEN WAY, MS E327
PALO ALTO, CA 94304
      SVP, CAO, Corporate Controller  

Signatures

/s/ Franco N. Palomba, Attorney in Fact for Magnus Momsen 02/06/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Stock option granted under the Varian Medical Systems, Inc. Third Amended and Restated 2005 Omnibus Stock Plan, which complies with Rule 16b-3. The option vests as follows: one third on 11/09/2013, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
(2) Stock option granted under the Varian Medical Systems, Inc. Third Amended and Restated 2005 Omnibus Stock Plan, which complies with Rule 16b-3. The option vests as follows: one third on 02/21/2015, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
(3) Stock option granted under the Varian Medical Systems, Inc. Third Amended and Restated 2005 Omnibus Stock Plan, which complies with Rule 16b-3. The option vests as follows: one third on 2/13/2016, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
(4) Stock option granted under the Varian Medical Systems, Inc. Third Amended and Restated 2005 Omnibus Stock Plan which complies with Rule 16b-3. The option vests as follows: one third on 2/12/2017, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
(5) The restricted stock units vest on February 15, 2017. Vested shares will be delivered to the reporting person on vest date.
(6) Each restricted stock unit represents a contingent right to receive one share of VAR common stock.
(7) The restricted stock units vest in three equal installments on February 15, 2016, February 15, 2017, and February 15, 2018. Vested shares will be delivered to the reporting person on vest date.
(8) The restricted stock units vest in three equal installments on February 15, 2017, February 15, 2018, and February 15, 2019. Vested shares will be delivered to the reporting person on vest date.
 
Remarks:
The terms of each of the reporting person's outstanding options and restricted stock units were adjusted pursuant to the Employee Matters Agreement between Varian Medical Systems, Inc. ("Varian") and Varex Imaging Corporation ("Varex") relating to the January 28, 2017 distribution by Varian to its stockholders of all of the outstanding shares of the common stock of Varex.  All information regarding such options and restricted stock units is shown on this Form 3 on a post-adjustment basis.

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