FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gold Mark Stephen
2. Issuer Name and Ticker or Trading Symbol

ViewRay, Inc. [ VRAY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VIEWRAY, INC.,, 2 THERMO FISHER WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

11/15/2017
(Street)

OAKWOOD VILLAGE, OH 44146
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   11/15/2017     A    5610   (1) A $0   138767   (2) D    
Common Stock   12/1/2017     M    25104   A $2.95   163871   D    
Common Stock   12/3/2017     X    9389   A $3.17   101174   I   See footnote   (3) (5)
Common Stock                  54129   I   See footnote   (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $8.02   11/15/2017     A      45633         (6) 11/15/2027   Common Stock   45633   $0   45633   D    
Warrant to Purchase Common Stock   $2.95   12/1/2017     M      25104       8/22/2016   8/22/2023   Common Stock   25104   $2.95   0   D    
Warrant to Purchase Common Stock   $3.17   12/3/2017     X      9389       1/18/2017   1/18/2024   Common Stock   9389   $3.17   0   I   See footnote   (3) (5)

Explanation of Responses:
(1)  The reported securities are fully vested RSUs that entitle the Reporting Person to receive one share of Common Stock per RSU upon the earlier of (i) the Reporting Person's termination of service from the Issuer's board of directors or (ii) a Change of Control of the Issuer as defined in the Issuer's 2015 Equity Incentive Award Plan.
(2)  Includes 20,581 RSUs.
(3)  Securities held by JMSK, Ltd.
(4)  Securities held by MJSK, Ltd.
(5)  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 securities held by MJSK, Ltd. and JMSK, Ltd. are not made by Dr. Gold; he disclaims beneficial ownership of the securities held by MJSK, Ltd. and JMSK, Ltd. except to the extent of his pecuniary interest therein, if any.
(6)  27,174 of the shares subject to the option were fully vested on November 15, 2017. 1/12 of the remaining 18,459 shares subject to the option vested and became exercisable on each monthly anniversary measured from June 19, 2017, such that 100% of the shares subject to the option will fully vest on June 19, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gold Mark Stephen
C/O VIEWRAY, INC.,
2 THERMO FISHER WAY
OAKWOOD VILLAGE, OH 44146
X



Signatures
/s/ Wesley Mintu, as Attorney-in-Fact for Mark Stephen Gold 4/25/2018
** 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 4(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 control number.
ViewRay (NASDAQ:VRAY)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more ViewRay Charts.
ViewRay (NASDAQ:VRAY)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more ViewRay Charts.