13D Filing: OrbiMed Advisors and Viewray Inc. (VRAY)

(c)         The Reporting Persons have not effected any transaction during the past sixty (60) days in any Shares.

(d)         Not applicable.

(e)         Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP III is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III.  Advisors is the sole managing member of GP III, pursuant to the terms of the limited liability company agreement of GP III, and the sole general partner of Associates III, pursuant to the terms of the limited partnership agreement of Associates III.  Pursuant to these agreements and relationships, Advisors and GP III have discretionary investment management authority with respect to the assets of OPI III, and Advisors has discretionary investment management authority with respect to the assets of Associates III.  Such authority includes the power of GP III and Advisors to vote and otherwise dispose of securities purchased by OPI III, and the power of Advisors to vote and otherwise dispose of securities purchased by Associates III.  The number of outstanding Shares held of record by OPI III is 9,369,342, and the number of outstanding Shares held of record by Associates III is 89,225.  Advisors may be considered to hold indirectly 9,458,567 Shares, and GP III may be considered to hold indirectly 9,369,342 Shares.

David Bonita (“Bonita”), an employee of Advisors, has been a member of the Board of Directors of the Issuer since January 2008, and, accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer.  From time to time, Bonita may receive stock options or other awards of equity‑based compensation pursuant to the Issuer’s compensation arrangements for non‑employee directors.  Bonita is obligated to transfer any Shares issued under any such stock options or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such Shares or economic benefits are provided to OPI III and Associates III.

Item 7.

Materials to Be Filed as Exhibits