VAR Varian Medical System

FORM 4 [ ] 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 * Toth Christopher A.	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) SVP and Pres. Oncology Systems
(Last)          (First)          (Middle) C/O VARIAN MEDICAL SYSTEMS, INC., 3100 HANSEN WAY M/S E327	3. Date of Earliest Transaction (MM/DD/YYYY) 12/1/2020
(Street) PALO ALTO, CA 94304 (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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/1/2020		M		4823	A	$80.40	7694	D
Common Stock	12/1/2020		F		3514 (1)	D	$174.19	4180	D
Common Stock	12/1/2020		M		8794	A	$112.82	12974	D
Common Stock	12/1/2020		F		7232 (2)	D	$174.19	5742	D
Common Stock	12/1/2020		M		8573	A	$131.77	14315	D
Common Stock	12/1/2020		F		7521 (3)	D	$174.19	6794	D
Common Stock	12/1/2020		M		13450	A	$146.91	20244	D
Common Stock	12/1/2020		F		12388 (4)	D	$174.19	7856	D
Common Stock	12/1/2020		M		11594	A	$0	19450	D
Common Stock	12/1/2020		F		5748 (5)	D	$174.19	13702	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non Qualified Stock Option (Right to Buy)	$80.40	12/1/2020		M			4823	(6)	2/10/2024	Common Stock	4823	$0	0	D
Non Qualified Stock Option (Right to Buy)	$112.82	12/1/2020		M			8794	(7)	2/8/2025	Common Stock	8794	$0	0	D
Non Qualified Stock Option (Right to Buy)	$131.77	12/1/2020		M			8573	(8)	2/14/2026	Common Stock	8573	$0	0	D
Non Qualified Stock Option (Right to Buy)	$146.91	12/1/2020		M			13450	(9)	2/13/2027	Common Stock	13450	$0	0	D
Restricted Stock Units	(10)	12/1/2020		M			11594	(11)	(11)	Common Stock	11594	$0	4825	D

Explanation of Responses:
(1)	Represents shares withheld for payment of exercise price of $80.40 per share as well as payment of federal, state and payroll taxes due on settlement
(2)	Represents shares withheld for payment of exercise price of $112.82 per share as well as payment of federal, state and payroll taxes due on settlement.
(3)	Represents shares withheld for payment of exercise price of $131.77 per share as well as payment of federal, state and payroll taxes due on settlement
(4)	Represents shares withheld for payment of exercise price of $146.91 per share as well as payment of federal, state and payroll taxes due on settlement
(5)	Represents shares withheld from vested RSUs for the payment of federal, state and payroll taxes due on settlement.
(6)	Stock option granted under the Varian Medical Systems, Inc. Fourth Amended and Restated 2005 Omnibus Stock Plan which complies with Rule 16b-3. The option vests as follows: one third on 2/10/2018, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
(7)	Per agreement executed on 24 November 2020, vesting on all outstanding stock option shares has been accelerated. Stock option granted under the Varian Medical Systems, Inc. Fifth Amended and Restated 2005 Omnibus Stock Plan which complies with Rule 16b-3. The option originally vested as follows: one third on February 8, 2019, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
(8)	Per agreement executed on 24 November 2020, vesting on all outstanding stock option shares has been accelerated. Stock option granted under the Varian Medical Systems, Inc. Fifth Amended and Restated 2005 Omnibus Stock Plan which complies with Rule 16b-3. The options originally vested as follows: one third on February 14, 2020, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
(9)	Per agreement executed on 24 November 2020, vesting on all outstanding stock option shares has been accelerated. Stock option granted under the Varian Medical Systems, Inc. Fifth Amended and Restated 2005 Omnibus Stock Plan which complies with Rule 16b-3. The options originally vested as follows: one third on February 13, 2021, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.
(10)	Each restricted stock unit represents a contingent right to receive one share of VAR common stock.
(11)	Per agreement executed on 24 November 2020, vesting on all outstanding restricted stock unit shares has been accelerated. The restricted stock units vest originally vested in three equal installments on August 10, 2021, August 10, 2022, and August 10, 2023.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Toth Christopher A. C/O VARIAN MEDICAL SYSTEMS, INC. 3100 HANSEN WAY M/S E327 PALO ALTO, CA 94304			SVP and Pres. Oncology Systems

Signatures
/s/ Michael B. Dunn , attorney-in-fact for Christopher A. Toth		12/1/2020
**Signature of Reporting Person		Date