SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kleidman Carl

(Last)

(First)

(Middle)

20 W. 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NovaRay Medical, Inc. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ($0.0001 par value)	10/27/2009		D⁽⁴⁾		144,545	D	⁽⁴⁾	0	I	By VOMF⁽¹⁾
Common Stock ($0.0001 par value)	10/27/2009		D⁽⁴⁾		42,721	D	⁽⁴⁾	0	I	By VCAF⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Preferred Stock	$2.67	10/27/2009		D⁽⁴⁾			578,179	⁽³⁾	⁽³⁾	Common Stock ($0.0001 par value)	5,781,790	⁽⁴⁾	0	I	By VOMF⁽¹⁾
Series A-1 Convertible Preferred Stock	$2.67	10/27/2009		D⁽⁴⁾			170,884	⁽³⁾	⁽³⁾	Common Stock ($0.0001 par value)	1,708,840	⁽⁴⁾	0	I	By VCAF⁽²⁾
Senior Secured 12% Convertible Bridge Note	$2.67	10/27/2009		D⁽⁶⁾			$2,750,000	⁽⁵⁾	12/31/2009	Common Stock ($0.0001 par value)	1,029,963	⁽⁶⁾	$0	I	By VOMF⁽¹⁾
Series B Convertible Participating Preferred Stock	$1.5	10/27/2009		A⁽⁴⁾		1,054,887		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock ($0.0001 par value)	10,548,870	⁽⁴⁾	1,054,887	I	By VOMF⁽¹⁾
Series B Convertible Participating Preferred Stock	$1.5	10/27/2009		A⁽⁴⁾		311,777		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock ($0.0001 par value)	3,117,770	⁽⁴⁾	311,777	I	By VCAF⁽²⁾
Series B Convertible Participating Preferred Stock	$1.5	10/27/2009		A⁽⁶⁾		190,360		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock ($0.0001 par value)	1,903,600	⁽⁶⁾	1,245,247	I	By VOMF⁽¹⁾
Series B Convertible Participating Preferred Stock	$1.5	10/27/2009		A⁽⁹⁾		200,000		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock ($0.0001 par value)	2,000,000	$15	1,445,247	I	By VOMF⁽¹⁾
Series B Warrant (right to buy)	$1.5	10/27/2009		A⁽¹⁰⁾		2,070,276		⁽¹¹⁾	10/27/2014	Common Stock ($0.0001 par value)	2,070,276	⁽¹⁰⁾	2,070,276	I	By VOMF⁽¹⁾
Bridge Warrant (right to buy)	$2.67	10/27/2009		D⁽¹²⁾			1,833,333	⁽¹³⁾	07/02/2014	Common Stock ($0.0001 par value)	1,833,333	⁽¹²⁾	0	I	By VOMF⁽¹⁾
Bridge Warrant (right to buy)	$1.5	10/27/2009		A⁽¹²⁾		1,833,333		⁽¹³⁾	10/27/2014	Common Stock ($0.0001 par value)	1,833,333	⁽¹²⁾	1,833,333	I	By VOMF⁽¹⁾
Series A Warrant (right to buy)	$2.67	10/27/2009		D⁽¹²⁾			2,463,632	⁽¹⁴⁾	12/27/2012	Common Stock ($0.0001 par value)	2,463,632	⁽¹²⁾	0	I	By VOMF⁽¹⁾
Series A Warrant (right to buy)	$1.5	10/27/2009		A⁽¹²⁾		2,463,632		⁽¹⁴⁾	10/27/2014	Common Stock ($0.0001 par value)	2,463,632	⁽¹²⁾	2,463,632	I	By VOMF⁽¹⁾
Series J-A Warrant (right to buy)	$2.67	10/27/2009		D⁽¹²⁾			963,633	⁽¹⁴⁾	09/05/2013	Common Stock ($0.0001 par value)	963,633	⁽¹²⁾	0	I	By VOMF⁽¹⁾
Series J-A Warrant (right to buy)	$1.5	10/27/2009		A⁽¹²⁾		963,633		⁽¹⁴⁾	10/27/2014	Common Stock ($0.0001 par value)	963,633	⁽¹²⁾	963,633	I	By VOMF⁽¹⁾
Series J-A Warrant (right to buy)	$2.67	10/27/2009		D⁽¹²⁾			722,725	⁽¹⁴⁾	09/08/2013	Common Stock ($0.0001 par value)	722,725	⁽¹²⁾	0	I	By VOMF⁽¹⁾
Series J-A Warrant (right to buy)	$1.5	10/27/2009		A⁽¹²⁾		722,725		⁽¹⁴⁾	10/27/2014	Common Stock ($0.0001 par value)	722,725	⁽¹²⁾	722,725	I	By VOMF⁽¹⁾
Series J-A Warrant (right to buy)	$2.67	10/27/2009		D⁽¹²⁾			722,725	⁽¹⁴⁾	11/01/2013	Common Stock ($0.0001 par value)	722,725	⁽¹²⁾	0	I	By VOMF⁽¹⁾
Series J-A Warrant (right to buy)	$1.5	10/27/2009		A⁽¹²⁾		722,725		⁽¹⁴⁾	10/27/2014	Common Stock ($0.0001 par value)	722,725	⁽¹²⁾	722,725	I	By VOMF⁽¹⁾
Series A Warrant (right to buy)	$2.67	10/27/2009		D⁽¹²⁾			284,807	⁽¹⁴⁾	12/27/2012	Common Stock ($0.0001 par value)	284,807	⁽¹²⁾	0	I	By VCAF⁽²⁾
Series A Warrant (right to buy)	$1.5	10/27/2009		A⁽¹²⁾		284,807		⁽¹⁴⁾	10/27/2014	Common Stock ($0.0001 par value)	284,807	⁽¹²⁾	284,807	I	By VCAF⁽²⁾
Series J-A Warrant (right to buy)	$2.67	10/27/2009		D⁽¹²⁾			284,807	⁽¹⁴⁾	09/05/2013	Common Stock ($0.0001 par value)	284,807	⁽¹²⁾	0	I	By VCAF⁽²⁾
Series J-A Warrant (right to buy)	$1.5	10/27/2009		A⁽¹²⁾		284,807		⁽¹⁴⁾	10/27/2014	Common Stock ($0.0001 par value)	284,807	⁽¹²⁾	284,807	I	By VCAF⁽²⁾
Series J-A Warrant (right to buy)	$2.67	10/27/2009		D⁽¹²⁾			213,605	⁽¹⁴⁾	09/08/2013	Common Stock ($0.0001 par value)	213,605	⁽¹²⁾	0	I	By VCAF⁽²⁾
Series J-A Warrant (right to buy)	$1.5	10/27/2009		A⁽¹²⁾		213,605		⁽¹⁴⁾	10/27/2014	Common Stock ($0.0001 par value)	213,605	⁽¹²⁾	213,605	I	By VCAF⁽²⁾
Series J-A Warrant (right to buy)	$2.67	10/27/2009		D⁽¹²⁾			213,605	⁽¹⁴⁾	11/01/2013	Common Stock ($0.0001 par value)	213,605	⁽¹²⁾	0	I	By VCAF⁽²⁾
Series J-A Warrant (right to buy)	$1.5	10/27/2009		A⁽¹²⁾		213,605		⁽¹⁴⁾	10/27/2014	Common Stock ($0.0001 par value)	213,605	⁽¹²⁾	213,605	I	By VCAF⁽²⁾

1. Name and Address of Reporting Person^*

Kleidman Carl

(Last)

(First)

(Middle)

20 W. 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Vision Capital Advantage Fund, L.P.

(Last)

(First)

(Middle)

20 W. 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

VISION OPPORTUNITY MASTER FUND, LTD.

(Last)

(First)

(Middle)

20 W. 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. The reported securities are owned directly by Vision Opportunity Master Fund, Ltd. ("VOMF"). Each of Mr. Kleidman and VCAF (as defined below) disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Kleidman or VCAF is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 (the "Exchange Act") or for any other purpose.

2. The reported securities are owned directly by Vision Capital Advantage Fund, L.P. ("VCAF"). Each of Mr. Kleidman and VOMF disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Kleidman or VOMF is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

3. The Series A-1 Convertible Preferred Stock (the "Series A-1 Preferred Stock") is convertible at any time, at the holder's election, and has no expiration date. Neither VOMF nor VCAF, as the case may be, may convert shares of the Series A-1 Preferred Stock if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by such holder and its affiliates at such time, the number of shares of Common Stock which would result in such holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock of the Issuer (the "Beneficial Ownership Limitation"); provided, however, that upon a holder of Series A-1 Preferred Stock providing the Issuer with sixty-one (61) days notice (the "Waiver Notice") that such holder would like to waive the Beneficial Ownership Limitation with regard to any or all shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock, the Beneficial Ownership Limitation will be of no force or effect with regard to those shares of Series A-1 Preferred Stock referenced in the Waiver Notice.

4. Pursuant to an Exchange Agreement dated as of October 27, 2009, by and between the Issuer, VOMF and VCAF (the "Exchange Agreement"), the Issuer exchanged the Series A-1 Preferred Stock and the Common Stock owned by VOMF and VCAF, in their entirety, for the Issuer's Series B Convertible Participating Preferred Stock (the "Series B Preferred Stock").

5. This Senior Secured 12% Convertible Bridge Note (the "Note") in the aggregate principal amount of $2,750,000 is solely mandatorily convertible upon a Qualified Financing (as defined in the Note), with a maturity date of December 31, 2009 (the "Maturity Date"). VOMF may not acquire shares of Common Stock upon conversion of the Note to the extent that the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by VOMF and its affiliates at such time, 9.99% of all of the Common Stock outstanding at such time ("Heightened Beneficial Ownership Limitation"); provided, however, that upon VOMF providing the Issuer with the Waiver Notice that VOMF would like to waive the Heightened Beneficial Ownership Limitation with regard to any or all shares of Common Stock issuable upon conversion of the Note, the Heightened Beneficial Ownership Limitation will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Maturity Date of the Note, VOMF may waive the Heightened Beneficial Ownership Limitation upon providing the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Maturity Date will not be effective until the Maturity Date.

6. Pursuant to the terms of a Series B Convertible Participating Preferred Stock and Warrant Purchase Agreement dated as of October 27, 2009, by and between the Issuer and VOMF (the "Purchase Agreement"), VOMF surrendered this Note (including accrued interest) for cancellation in exchange for the Issuer's Series B Preferred Stock.

7. The Series B Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. Neither VOMF nor VCAF, as the case may be, may acquire shares of Common Stock upon conversion of the Series B Preferred Stock to the extent that the number of shares of Common Stock which would result in such holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of the Beneficial Ownership Limitation; provided, however, that upon a holder of Series B Preferred Stock providing the Issuer with the Waiver Notice that such holder would like to waive the Beneficial Ownership Limitation with regard to any or all shares of Common Stock issuable upon conversion of the Series B Preferred Stock,

8. (continued) the Beneficial Ownership Limitation will be of no force or effect with regard to those shares of Series B Preferred Stock referenced in the Waiver Notice. Notwithstanding the foregoing, this Beneficial Ownership Limitation will be of no further force or effect on and as of the date on which the Issuer makes a filing with the SEC for the purpose of terminating registration of a class of stock under Section 12 of the Exchange Act (and after which there would be no other class of stock so registered).

9. Pursuant to the terms of the Purchase Agreement, VOMF, through an aggregate investment of $3,000,000, purchased this Series B Preferred Stock from the Issuer.

10. Pursuant to the terms of the Purchase Agreement, VOMF received this Warrant for no additional consideration.

11. This Warrant is presently exercisable, at VOMF's option, into shares of Common Stock. However, VOMF may not exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by VOMF and its affiliates at such time, the number of shares of Common Stock which would result in VOMF and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of the Beneficial Ownership Limitation of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with the Waiver Notice that such holder would like to waive the Beneficial Ownership Limitation with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, the Beneficial Ownership Limitation will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the holder may waive the Beneficial Ownership Limitation upon providing the Waiver Notice at any time during such sixty-one (61) day period, provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the Expiration Date.

12. Pursuant to the Omnibus Amendment to the Warrants to Purchase Shares of Common Stock of Novaray Medical, Inc., dated as of October 27, 2009, by and between the Issuer, VOMF and VCAF (the "Amendment"), the exercise price of this Warrant was modified.

13. This Bridge Warrant is presently exercisable, at VOMF's option, into shares of Common Stock pursuant to the formula found in Footnote 11 above. However, VOMF may not acquire shares of Common Stock upon exercise of these securities to the extent that the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by VOMF and its affiliates at such time, the Beneficial Ownership Limitation of the then issued and outstanding shares of Common Stock; provided, however, that upon VOMF providing the Issuer with the Waiver Notice that VOMF would like to waive the Beneficial Ownership Limitation with regard to any or all shares of Common Stock issuable upon exercise of this Bridge Warrant, the Beneficial Ownership Limitation will be of no force or effect with regard to all or a portion of the Bridge Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Bridge Warrant, VOMF may waive the Beneficial Ownership Limitation upon providing the Waiver Notice at any time during such sixty-one (61) day period, provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the Expiration Date.

14. This Warrant is presently exercisable, at the holder's option, into shares of Common Stock. However, the holder may not acquire shares of Common Stock upon exercise of these securities to the extent that the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such holder and its affiliates at such time, the Beneficial Ownership Limitation of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with the Waiver Notice that such holder would like to waive the Beneficial Ownership Limitation with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, the Beneficial Ownership Limitation will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the holder may waive this Beneficial Ownership Limitation upon providing the Waiver Notice at any time during such sixty-one (61) day period, provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the Expiration Date.

Remarks:

This report is filed jointly by Carl Kleidman, VOMF and VCAF. Carl Kleidman is a director of the Issuer. VOMF and VCAF may also be deemed a director by virtue of their relationship to Mr. Kleidman.

	/s/ Carl Kleidman	11/03/2009
	/s/ Adam Benowitz As a Director of VOMF and as an authorized Signatory of the General Partner of VCAF.	11/03/2009
	** Signature of Reporting Person	Date
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