SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gold Mark Stephen

(Last)

(First)

(Middle)

C/O VIEWRAY, INC.

2 THERMO FISHER WAY

(Street)

OAKWOOD VILLAGE

44146

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2016

3. Issuer Name and Ticker or Trading Symbol
ViewRay, Inc. [ VRAY ]

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

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

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,206	D
Common Stock	98,966⁽¹⁾	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	12/08/2018	Common Stock	4,513	$0.8	D
Stock Option (right to buy)	⁽³⁾	06/29/2010	Common Stock	4,673	$0.68	D
Stock Option (right to buy)	⁽⁴⁾	06/29/2020	Common Stock	3,703	$0.68	D
Stock Option (right to buy)	⁽⁵⁾	03/01/2022	Common Stock	2,436	$0.7	D
Stock Option (right to buy)	⁽⁶⁾	04/11/2024	Common Stock	3,703	$0.75	D
Stock Option (right to buy)	⁽⁷⁾	04/11/2024	Common Stock	1,032	$0.75	D
Stock Option (right to buy)	⁽⁸⁾	07/23/2025	Common Stock	19,556	$5	D

Explanation of Responses:

1. 54,129 shares held by MJSK, Ltd. and 44,837 shares are held by JMSK, Ltd. Janice Gold, the wife of Dr. Gold, is the President of MJSK, Ltd., and Steven Gold, the son of Dr. Gold, is the General Partner of JMSK, Ltd. Voting and dispositive decisions with respect to shares held by MJSK, Ltd. and JMSK, Ltd. are not made by Dr. Gold; he disclaims beneficial ownership of the shares held by MJSK, Ltd. and JMSK, Ltd. except to the extent of any pecuniary interest therein, if any.

2. One-third (1/3) of the shares subject to the option vest beginning on December 3, 2009, until such shares subject to the option have become fully vested and exercisable.

3. The shares subject to the option vest in 48 monthly installments beginning on July 14, 2010, until such shares subject to the option have become fully vested and exercisable.

4. The shares subject to the option vest in 36 monthly installments beginning on June 17, 2010, until such shares subject to the option have become fully vested and exercisable.

5. The shares subject to the option vest in 48 monthly installments on each monthly anniversary of March 1, 2012, until such shares subject to the option have become fully vested and exercisable.

6. The shares subject to the option vest in 48 monthly installments on the first calendar day of each month following May 13, 2013, until such shares subject to the option have become fully vested and exercisable.

7. The shares subject to the option vest in 48 monthly installments on the first calendar day of each month following November 13, 2013, until such shares subject to the option have become fully vested and exercisable.

8. The shares subject to the option vest in 12 monthly installments on each monthly anniversary of July 23, 2015, until such shares subject to the option have become fully vested and exercisable.

	/s/ Wesley Mintu, Wesley Mintu, as Attorney-in-Fact for Mark S. Gold	03/30/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.