Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
                              
SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*
    

     

VIEWRAY, INC.

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(Name of Issuer)

 

COMMON STOCK

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(Title of Class of Securities)

 

92672L107

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(CUSIP Number)

 

OrbiMed Advisors LLC
OrbiMed Capital GP III LLC


                               
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone:  (212) 739-6400

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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

                 

                       

January 24, 2018

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(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

Item 5 of the Statement is amended to read in full as set forth below.

 

(a) — (b)  As of the date of this filing, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares.  Based upon information contained in the Issuer’s S-3, filed with the SEC on December 22, 2017, such Shares deemed to be indirectly beneficially owned by GP III constitutes approximately 14.38% of the issued and outstanding Shares, and such Shares deemed to be indirectly beneficially owned by Advisors constitutes approximately 14.52% of the issued and outstanding Shares.  Advisors, pursuant to its authority as the sole managing member of GP III, which is the sole general partner of OPI III, and as the sole general partner of Associates III, may be deemed to indirectly beneficially own the Shares held by OPI III and Associates IIII.  GP III, pursuant to its authority as the general partner of OPI III, may be deemed to indirectly beneficially own the Shares held by OPI III.   As a result, Advisors and GP III share the power to direct the vote and the disposition of the Shares held by OPI III, and Advisors has the power to direct the vote and the disposition of the Shares held by Associates III.    Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI III and Associates III.

 

In addition, Advisors and GP III, pursuant to their authority under the limited partnership agreements of OPI III and/or Associates III, prior to the date of this filing, caused OPI III and Associates III, as applicable, to enter into the agreements referred to in Item 6 below.

 

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

 

(d)          Not applicable.

 

(e)          As of January 24, 2018, Samuel D. Isaly, who was previously identified as a reporting person, has ceased to be the beneficial owner of more than five percent of the outstanding Shares.

The first paragraph of Item 6 of the Statement is amended to read in full as follows.

 

 

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.

 

 

Schedule I

 

The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below.  Unless otherwise noted, each of these persons are United States citizens and have as their business address 601 Lexington Avenue, 54th Floor, New York, NY 10022.

 

Schedule II

 

The business and operations of OrbiMed Capital GP III LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth on Schedule I.

EXHIBIT INDEX