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

Item 1.

Security and Issuer

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly originally filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2016 (the “Statement”) and amended by Amendment No. 1 filed on January 20, 2017 (“Amendment No. 1”).  The Statement relates to the common stock, par value $0.01 per share (the “Shares”), of ViewRay, Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal executive offices located at 2 Thermo Fisher Way, Oakwood Village, OH 44146.  The Shares are listed on the NASDAQ Global Market under the ticker symbol “VRAY.” Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

On March 17, 2017, the Issuer filed its Form 10-K for the annual period ended December 31, 2016, which indicated that the Issuer had increased its total number of outstanding Shares to 55,489,939 (the “Outstanding Share Increase”).  As a result of the Outstanding Share Increase, the percentage of outstanding Shares that the Reporting Persons (as defined below) may be deemed to be the beneficial owner of was reduced by more than one percent of the Issuer’s Shares outstanding since the filing of Amendment No. 1.

Item 2.

Identity and Background

(a)          This Amendment No. 2 to the Statement is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP III LLC (“GP III”), a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).

(b) – (c)          Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole general partner of OrbiMed Associates III, LP (“Associates III”) and the sole managing member of GP III, which is the sole general partner of OrbiMed Private Investments III, LP (“OPI III”).  OPI III and Associates III hold Shares as described herein.  Advisors, GP III, and Isaly have their principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

The directors and executive officers of Advisors and GP III are set forth on Schedules I and II, attached hereto.  Schedules I and II set forth the following information with respect to each such person:

(i)

name;

(ii)

business address;

(iii)

present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;

(iv)

citizenship.

(d) – (e)          During the last five years, neither the Reporting Persons nor any Person named in Schedule I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)          Isaly is a citizen of the United States.