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^*

Dempsey James F.

(Last)

(First)

(Middle)

C/O VIEWRAY, INC.

1099 18TH STREET, SUITE 3000

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2022

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

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

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

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	679,826⁽¹⁾	D

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⁾	04/11/2024	Common Stock	334,305	$0.75	D
Stock Option (right to buy)	⁽³⁾	07/23/2025	Common Stock	273,039	$5	D
Stock Option (right to buy)	⁽⁴⁾	02/18/2027	Common Stock	200,000	$5.05	D
Stock Option (right to buy)	⁽⁵⁾	04/16/2028	Common Stock	110,000	$7.09	D
Stock Option (right to buy)	⁽⁶⁾	03/01/2029	Common Stock	66,928	$8.47	D
Performance Units	⁽⁷⁾	⁽⁷⁾	Common Stock	51,525	⁽⁸⁾	D
Performance Units	⁽⁷⁾	⁽⁷⁾	Common Stock	84,541	⁽⁸⁾	D

Explanation of Responses:

1. Includes 497,224 shares granted as RSUs. As of the transaction date, 189,463 of the RSUs have vested.

2. Of which 96,149 shares vest in 48 monthly installments beginning on May 13, 2013, until such shares subject to the option have become fully vested and exercisable. The remaining 238,156 shares will vest 25% on the first anniversary of November 13, 2013 (the grant date), and 1/48th of the total number of shares vest in thirty-six (36) monthly installments thereafter on each monthly anniversary of the grant date, 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 on each monthly anniversary of July 23, 2015, until such shares subject to the option have become fully vested and exercisable.

4. 1/48th of the shares subject to the option shall vest and become exercisable on each monthly anniversary measured from February 18, 2017 (the grant date), such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the grant date, subject to the Reporting Person remaining a service provider through each such vesting date.

5. 1/48th of the shares subject to the option shall vest and become exercisable on each monthly anniversary measured from April 16, 2018 (the grant date), such that 100% of the shares subject to the option will be vested on the fourth anniversary of the grant date, subject to the Reporting Person remaining a service provider through each such vesting date.

6. 1/48th of the shares subject to the option shall vest and become exercisable on each month after March 1, 2019 (the grant date), such that 100% of the shares subject to the option will be vested on the fourth anniversary of the grant date, subject to the reporting person remaining a service provider through each such vesting date.

7. These performance share awards were issued at a 100% target and have a 3-year vest period and will vest in all or in part upon achievement of performance metrics. Any awards that have not been vested and released at the end of the 3-year period will be cancelled.

8. Not applicable

Remarks:

	/s/ Robert McCormack, Attorney-in-fact	03/21/2023
	** 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.