SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ____________________________________________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ViewRay, Inc.

(Name of Issuer)

Common Stock, par value US$0.01 per share

(Title of Class of Securities)

92672L107

(CUSIP Number)

SZE Mei Ming

Fosun International Limited

Room 808, ICBC Tower

3 Garden Road, Central

Hong Kong

(852) 2509 3228

With a copy to:

Gregory Wang

Reed Smith Richards Butler

20/F, Alexandra House

18 Chater Road, Central

Hong Kong

(852) 2507 9869

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

December 6, 2019

(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 Rule 13d-7 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).

CUSIP No. 92672L107

CUSIP No. 92672L107

This Amendment No. 1 to statement on Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2019 (the “Original Schedule 13D”, and as amended and supplemented by this Amendment No. 1, the “Schedule 13D”), and is being filed on behalf of the Reporting Persons in respect of the Common Stock of the Issuer.

Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment No. 1 have the respective meanings set forth in the Original Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The aggregate purchase price for all Common Stock and warrants reported on this Schedule 13D was approximately US$147 million, which was provided from internal cash resources.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On December 6, 2019, the Issuer completed its underwritten public offering (the “2019 Offering”) of 47,782,500 shares of Common Stock, which included the full exercise of the underwriters’ option to purchase additional shares, at the public offering price of US$3.13 per share. In connection with the 2019 Offering, Strong Influence and Fosun Atlas Capital SICAV RAIF S.C.S., a fund managed by an indirectly wholly-owned subsidiary of Fosun International, purchased 5,750,798 and 1,597,444 shares of Common Stock, respectively, at the public offering price of US$3.13 per share.

Prior to the 2019 Offering, on November 30, 2019, Strong Influence entered into an equity commitment agreement (the “Equity Commitment Agreement”) with the Issuer. Pursuant to the Equity Commitment Agreement, Strong Influence agreed to purchase or to cause an affiliate to purchase shares of Common Stock by participating in the 2019 Offering at the public offering price representing the lower of (x) the number of shares such that it maintains its current beneficial ownership percentage of shares after giving effect to the closing of the 2019 Offering and (y) a number of shares having an aggregate purchase price of US$13.0 million.

In connection with the 2019 Offering, on December 1, 2019, each of Fosun International, Strong Influence and Dr. Xie delivered a lock-up letter (each, a “Lock-Up Letter”, and collectively, the “Lock-Up Letters”) to Piper Jaffray & Co. (“Piper Jaffray”). Pursuant to the Lock-Up Letters, each of Fosun International, Strong Influence and Dr. Xie agreed that during the period commencing on the date of the Lock-Up Letters and ending 90 days after the date of the final prospectus supplement (the “Restricted Period”) relating to the 2019 Offering, except with the prior written consent of Piper Jaffray on behalf of the underwriters and subject to certain exceptions, it would not, and would not publicly disclose an intention to, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by Fosun International, Strong Influence or Dr. Xie (as the case may be) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.

The descriptions of the Equity Commitment Agreement and the Lock-Up Letters in this Item 4 are qualified in their entirety by reference to the complete text of the Equity Commitment Agreement and the form of Lock-Up Letter which have been filed as Exhibit 99.5 and Exhibit 99.6 hereto, and which are incorporated herein by reference in their entirety.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Common Stock that are beneficially owned by each Reporting Person as of December 10, 2019.

See Schedule A for the aggregate number and percentage of Common Stock that are beneficially owned by the persons named in Schedule A as of December 10, 2019.

(b) See Items 7 through 10 of the cover pages to this Schedule 13D for the number of Common Stock that are beneficially owned by each Reporting Person as of December 10, 2019 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

See Schedule A for the number of Common Stock that are beneficially owned by the persons named in Schedule A as of December 10, 2019 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

(c) Except as disclosed in Item 4 and Schedule A, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Schedule A has effected any transactions in the Common Stock of the Issuer during the past 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.

(e) Not applicable.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 10, 2019

Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON

Schedule A of the Schedule 13D is hereby amended and restated in its entirety as follows:

Fosun International Limited

Fosun Health Holdings Limited

Fosun Health Holdings Limited (“Fosun Health”) is a directly wholly-owned subsidiary of Fosun International as of December 10, 2019. Fosun Health is a company organized under the laws of Hong Kong. The address of the principal business office of Fosun Health is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun Health is principally engaged in investment holding.

Strong Influence Limited

Strong Influence is a directly wholly-owned subsidiary of Fosun Health as of December 10, 2019.

On November 1, 2019, Dr. Xie, in his capacity as a director of the Issuer, was granted by the Issuer (i) an option to purchase 62,500 shares of Common Stock of the Issuer, and (ii) restricted stock units (the “RSUs”) that entitle him to receive 72,767 shares of Common Stock of the Issuer upon vesting. 1/36th of the shares of Common Stock subject to the option shall vest and become exercisable on each monthly anniversary measured from November 1, 2019 (the “Vesting Commencement Date”), such that 100% of the shares of Common Stock subject to the option will be fully vested on the third anniversary of the Vesting Commencement Date, subject to Dr. Xie remaining a service provider of the Issuer through each such vesting date. All of the RSUs shall vest on January 2, 2020, subject to Dr. Xie remaining a service provider of the Issuer through such date.

As of December 10, 2019, Dr. Xie may be deemed to have beneficial ownership of 77,975 shares of Common Stock, which include (i) 5,208 shares of Common Stock issuable upon the exercise of options that are exercisable within 60 days, and (ii) 72,767 shares of Common Stock issuable pursuant to RSUs scheduled to vest within 60 days. All such shares of Common Stock represent beneficial ownership of approximately 0.1% of the outstanding Common Stock, based on 147,188,305 shares of Common Stock of the Issuer outstanding after the Issuer’s public offering, as reported in the Issuer’s prospectus supplement filed on December 5, 2019, after giving effect to the completion of the Issuer’s public offering and the full exercise of the underwriters’ over-allotment option, as described therein and in the Form 8-K filed on December 6, 2019, plus (i) 5,208 shares of Common Stock issuable upon the exercise of options that are exercisable within 60 days, and (ii) 72,767 shares of Common Stock issuable pursuant to RSUs scheduled to vest within 60 days.

Dr. Xie has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 77,975 shares of Common Stock.

Exhibit 99.5

Execution Version

EQUITY COMMITMENT AGREEMENT

THIS EQUITY COMMITMENT AGREEMENT (the “Agreement ”) is dated as of November 30, 2019 (the “Effective Date”), by and among ViewRay, Inc., a Delaware corporation (the “Company”), and Strong Influence Limited, a British Virgin Islands corporation (the “Investor”).

RECITALS

WHEREAS, the Company has filed a registration statement on Form S-3 (No. 333-229145) including a form of prospectus (the “S-3 Registration Statement”) with the Securities and Exchange Commission (the “Commission”), under which the Company may from time to time issue and sell up to an aggregate of $250,000,000 of the Company’s common stock, preferred stock, debt securities, warrants, purchase contracts or units, which S-3 Registration Statement has been declared effective by the Commission;

WHEREAS, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as more fully described in this Agreement; and

WHEREAS, following the date of this Agreement, the Company intends to conduct a public offering of its Common Stock pursuant to the S-3 Registration Statement (the “Public Offering”).

NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Investor agree as follows:

ARTICLE 1

DEFINITIONS

1.1.          Definitions. In addition to the terms elsewhere in this Agreement, the following terms have the meanings indicated:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person.

“ Beneficial Ownership Percentage” means the percentage where (a) the numerator is equal to (i) the number of issued and outstanding shares of Common Stock beneficially owned by the Investor and its Affiliates plus (ii) the number of shares of Common Stock issuable upon the exercise of warrants owned by the Investor and its Affiliates and (b) the denominator is equal to (i) the total number of shares of Common Stock issued and outstanding plus (ii) the number of shares of Common Stock issuable upon the exercise of warrants owned by the Investor and its Affiliates. As of the date of this Agreement, the Investor and its Affiliates together own 16,471,258 issued and outstanding shares of Common Stock and warrants exercisable for 1,418,116 shares of Common Stock. Thus, the Beneficial Ownership Percentage as of the date of this Agreement, calculated based on the 99,406,356 shares of Common Stock issued and outstanding as of the date of this Agreement, is 17.7%.

“Common Stock” has the meaning ascribed to such term in the Recitals to this Agreement.

“Commission” has the meaning ascribed to such term in the Recitals to this Agreement.

“Material Adverse Effect” means any of (a) a material adverse effect on the validity or enforceability of this Agreement, (b) a material adverse effect on the condition (financial or otherwise), earnings, operations, assets, liabilities, business or properties of the Company and its Subsidiaries, taken as a whole, or (c) a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

“ Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, incorporated or unincorporated association, joint stock company, unincorporated organization, a government or any department, subdivision or agency thereof, or other entity of any kind.

“Subsidiary” means any direct or indirect subsidiary.

ARTICLE 2

COMMITMENT

2.1.            Commitment. Subject to the terms and conditions of this Agreement, the Investor hereby commits to purchase or to cause an Affiliate of the Investor to purchase in the Public Offering the lower of (a) the lowest number of shares of Common Stock that would result in the Beneficial Ownership Percentage immediately prior to the closing of the Public Offering (the “Closing”) being equal to the Beneficial Ownership Percentage immediately following the Closing, and (b) the lowest number of shares of Common Stock equal to an aggregate purchase price of $13,000,000 at the price to the public (the “Commitment”).

2.2.            Conditions. The obligation of the Investor to fund the Commitment shall be subject to the Closing occurring on or before December 31, 2019.

ARTICLE 3

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company hereby represents and warrants to the Investor as follows:

3.1.            Organization and Qualification. The Company and each of its material Subsidiaries (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as presently conducted, and (ii) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except in the case of clause (ii) above, to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to result in a Material Adverse Effect.

3.2.            Authorization; Enforcement. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against it in accordance with the terms hereof and thereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.

3.3.            No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate of incorporation or by-laws; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement to which the Company or any material Subsidiary is a party or by which any property or asset of the Company or any material Subsidiary is bound or affected; or (iii) result in a violation of any applicable law, except, in the case of clause (ii) or (iii), to the extent that such conflict or violation has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor hereby represents and warrants to the Company as follows:

4.1.            Organization and Qualification. The Investor is an entity duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its incorporation or organization (as applicable).

4.2.            Authorization; Enforcement. The execution, delivery and performance by the Investor of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Investor and have been duly authorized by all necessary corporate action on the part of the Investor. This Agreement has been duly executed and delivered by the Investor and constitutes a legal, valid and binding agreement of the Investor, enforceable against the Investor in accordance with the terms hereof and thereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.

4.3.             No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i)  conflict with or violate any provision of their respective certificate of incorporation or by-laws or similar organizational documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement to which the Investor is a party or by which any property or asset of the Investor or any Subsidiary thereof is bound or affected; or (iii) result in a violation of any applicable law, except, in the case of clause (ii) or (iii), to the extent that such conflict or violation has not had and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Investor’s ability to consummate on a timely basis the transactions contemplated hereby.

4.4.            Financing. At the Closing, the Investor will have sufficient cash of immediately available U.S. Dollars to fund the Commitment.

ARTICLE 5

MISCELLANEOUS

5.1.            Confidentiality After the Date Hereof. The Investor covenants that, subject to disclosure requirements of the Investor and its Affiliates under applicable laws, regulations and stock exchange rules, until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, the Investor will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction), except for disclosures to its representatives and third parties for the purpose of execution of this transaction and on a need to know basis.

5.2.            Fees and Expenses. Each party shall bear its own costs and expenses in connection with entry into this Agreement and the transactions contemplated hereby, including attorneys’ fees.

5.3.            Entire Agreement. This Agreement and the other documents delivered in connection herewith constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters (except for any confidentiality obligations of the Investor or its Affiliates pursuant to any confidentiality agreement with the Company).

5.4.            Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be sent or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so received in the case of mail or courier, and addressed as follows:

Notices for the Company:

ViewRay, Inc.

2 Thermo Fisher Way
Oakwood Village, Ohio 44146
Attention: Robert McCormack
Facsimile: 800-417-3459

Email: rmccormack@viewray.com

with a copy (which shall not constitute notice) to:

Cravath, Swaine & Moore LLP
825 Eighth Avenue

New York, NY 10019
Attention: Minh Van Ngo
Facsimile: 212-474-3700
Email: mngo@cravath.com

Notices for the Investor:

[2101 ICBC Tower
3 Garden Road
Central, Hong Kong.

Attention: Angel Sze, Company Secretary
Facsimile: +852-2509-9028

Email: angelsze@fosun.com]

Any party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended.

5.5.          Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Investor, or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

5.6.          Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. The parties acknowledge and agree that: (i) each party and its counsel have reviewed the terms and provisions of this Agreement and have contributed to its drafting; and (ii) the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Agreement.

5.7.          Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Unless the assignee is an Affiliate of the Investor, the Investor may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.

5.8.          No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

5.9.          Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of New York. Each of the parties hereto irrevocably: (i) consents to the exclusive jurisdiction and venue of the Federal or State courts located in the Borough of Manhattan, The City of New York, in connection with any matter based upon or arising out of this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) or the matters contemplated by this Agreement; (ii) agrees that process may be served upon them in any manner authorized by the laws of the State of New York for such persons; and (iii) waives and covenants not to assert or plead any objection it may now or hereafter have, to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, all to the fullest extent permitted by applicable law. Any party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 5.4. Nothing in this Section 5.9 however, shall affect the right of any party to serve legal process in any other manner permitted by law.

5.10.        WAIVER OF JURY TRIAL. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN ANY JURISDICTION BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.11.        Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or email attachment, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or email-attached signature page were an original thereof.

5.12.        Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, illegality and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

5.13.        Remedies; Specific Performance. The rights and remedies of the parties shall be cumulative (and not alternative). The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of this Agreement, in addition to any other remedy to which they are entitled to at law or in equity, in each case without the requirement of posting any bond or other type of security. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

[Signatures follow]

IN WITNESS WHEREOF, the parties hereto have caused this Equity Commitment Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[Signature Page to Fosun Equity Commitment Agreement]