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Filing Details

Accession Number:: 0000947871-18-000654
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-08-10 19:36:50
Reporting Period:: 2018-08-07

Accepted Time:: 2018-08-10 19:36:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1597313	Viewray Inc.	VRAY	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue 54Th Floor New York NY 10022		No	No	Yes	No
1432241	Orbimed Capital Gp Iii Llc	601 Lexington Avenue 54Th Floor New York NY 10022		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-08-07	26,139	$0.00	9,227,164	No	4	M	Indirect	See Footnotes
Common Stock	Acquisiton	2018-08-07	249	$0.00	87,871	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2018-08-08	478,107	$10.00	8,749,057	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-08-08	4,553	$10.00	83,318	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-08-09	108,729	$9.95	8,640,328	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-08-09	1,036	$9.95	82,282	No	4	S	Indirect	See Footnotes
Common Stock	Acquisiton	2018-08-09	19,372	$5.00	8,659,700	No	4	M	Indirect	See Footnotes
Common Stock	Acquisiton	2018-08-09	184	$5.00	82,466	No	4	M	Indirect	See Footnotes
Common Stock	Acquisiton	2018-08-09	45,203	$5.00	8,704,903	No	4	M	Indirect	See Footnotes
Common Stock	Acquisiton	2018-08-09	431	$5.00	82,897	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2018-08-09	64,575	$9.91	8,640,328	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-08-09	615	$9.91	82,282	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-08-09	26,139	$9.86	8,614,189	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-08-09	249	$9.86	82,033	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-08-10	678,333	$9.96	7,935,856	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-08-10	6,460	$9.96	75,573	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (right to buy)	Disposition	2018-08-09	19,372	$0.00	19,372	$5.00
Common Stock	Stock Option (right to buy)	Disposition	2018-08-09	184	$0.00	184	$5.00
Common Stock	Stock Option (right to buy)	Disposition	2018-08-09	45,203	$0.00	45,203	$8.02
Common Stock	Stock Option (right to buy)	Disposition	2018-08-09	431	$0.00	431	$8.02
Common Stock	Restricted Stock Unit	Disposition	2018-08-07	26,139	$0.00	26,139	$0.00
Common Stock	Restricted Stock Unit	Disposition	2018-08-07	249	$0.00	249	$0.00

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2018-09-25	No	4	M	Indirect
2018-09-25	No	4	M	Indirect
2018-09-25	No	4	M	Indirect
2018-09-25	No	4	M	Indirect
	No	4	M	Indirect
	No	4	M	Indirect

Footnotes

The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $9.98 to $10.07 inclusive. Upon request, the Reporting Persons undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $9.90 to $10.03 inclusive. Upon request, the Reporting Persons undertakes to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
The stock options were included in an award to David Bonita, an employee of the Reporting Persons, made on July 23, 2015 for services as a director of the Issuer. The award included stock options relating to a total of 19,556 shares of the Issuer's Common Stock and was vested and exercisable on July 23, 2016. Mr. Bonita is no longer a director of the Issuer.
The stock options were included in an award to David Bonita, an employee of the Reporting Persons, made on November 15, 2017 for services as a director of the Issuer. The award included stock options relating to a total of 45,633 shares of the Issuer's Common Stock and was vested and exercisable on June 19, 2018. Mr. Bonita is no longer a director of the Issuer.
The restricted stock units were included in an award to David Bonita, an employee of the Reporting Persons, made on November 15, 2017 for services as a director of the Issuer. Each restricted stock unit represented a contingent right to receive one Share following Mr. Bonita's termination of service from the Issuer's board of directors.
The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $9.88 to $10.03 inclusive. Upon request, the Reporting Persons undertakes to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
These securities are held of record by OrbiMed Private Investments III, LP ("OPI III"). OrbiMed Capital GP III LLC ("GP III") is the general partner of OPI III, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power over the securities held by OPI III and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercised 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.
These securities are held of record by OrbiMed Associates III, LP ("Associates III"). Advisors is the general partner of Associates III. By virtue of such relationships, Advisors may be deemed to have voting and investment power over the securities held by Associates III and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised 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 Associates III.
This report on Form 4 is jointly filed by GP III and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.