0001140361-16-059581.txt : 20160330 0001140361-16-059581.hdr.sgml : 20160330 20160330183049 ACCESSION NUMBER: 0001140361-16-059581 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160330 FILED AS OF DATE: 20160330 DATE AS OF CHANGE: 20160330 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ViewRay, Inc. CENTRAL INDEX KEY: 0001597313 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 421777485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 THERMO FISHER WAY CITY: OAKWOOD VILLAGE STATE: OH ZIP: 44146 BUSINESS PHONE: 440-703-3210 MAIL ADDRESS: STREET 1: 2 THERMO FISHER WAY CITY: OAKWOOD VILLAGE STATE: OH ZIP: 44146 FORMER COMPANY: FORMER CONFORMED NAME: Mirax Corp DATE OF NAME CHANGE: 20140116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dempsey James F. CENTRAL INDEX KEY: 0001637089 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37725 FILM NUMBER: 161541196 MAIL ADDRESS: STREET 1: C/O VIEWRAY INCORPORATED STREET 2: 2 THERMO FISHER WAY CITY: OAKWOOD VILLAGE STATE: OH ZIP: 44146 3 1 doc1.xml FORM 3 X0206 3 2016-03-30 0 0001597313 ViewRay, Inc. VRAY 0001637089 Dempsey James F. C/O VIEWRAY, INC. 2 THERMO FISHER WAY OAKWOOD VILLAGE OH 44146 1 1 0 0 Chief Scientific Officer Common Stock 182602 D Stock Option (right to buy) .80 2018-06-17 Common Stock 75243 D Stock Option (right to buy) .68 2020-06-29 Common Stock 61752 D Stock Option (right to buy) .68 2020-06-29 Common Stock 197635 D Stock Option (right to buy) .70 2022-03-01 Common Stock 63257 D Stock Option (right to buy) .75 2024-04-11 Common Stock 96149 D Stock Option (right to buy) .75 2024-04-11 Common Stock 238156 D Stock Option (right to buy) 5 2025-07-23 Common Stock 273039 D 25% of the shares subject to the option vest on the first anniversary of January 8, 2008 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest in thirty-six (36) monthly installments thereafter on each monthly anniversary of the Vesting Commencement Date, until such shares subject to the option have become fully vested and exercisable. The shares subject to the option vest in 36 monthly installments on beginning on June 17, 2010, until such shares subject to the option have become fully vested and exercisable. 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. 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. The shares subject to the option vest in 48 monthly installments beginning on May 13, 2013, until such shares subject to the option have become fully vested and exercisable. 25% of the shares subject to the option vest on the first anniversary of November 13, 2013 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest in thirty-six (36) monthly installments thereafter on each monthly anniversary of the Vesting Commencement Date, until such shares subject to the option have become fully vested and exercisable. 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. /s/ Wesley Mintu, Wesley Mintu, as Attorney-in-Fact for James F. Dempsey 2016-03-30 EX-24 2 poa_dempsey.htm
 
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of (i) the Chief Executive Officer of ViewRay, Inc., a Delaware corporation (the "Company"), who is currently Chris A. Raanes, (ii) the Company's Chief Financial Officer, who is currently D. David Chandler and (iii) the Company's Controller, who is currently Wesley Mintu, and their respective successors, signing singly, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 or Form ID and timely file such forms (including amendments thereto) and application with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof ("Prior Powers of Attorney"), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of March, 2016.


 
/s/ James F. Dempsey, Ph.D.
 
James F. Dempsey, Ph.D.