FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

Knaley Brian

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2019 

3. Issuer Name and Ticker or Trading Symbol

ViewRay, Inc. [VRAY]

(Last)        (First)        (Middle)

C/O VIEWRAY, INC., 2 THERMO FISHER WAY

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

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Sr VP and Interim CFO /

(Street)

OAKWOOD VILLAGE, OH 44146      

(City)              (State)              (Zip)
5. 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 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 1075 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)  (1)9/15/2028 Common Stock 100000 $9.18 D  
Stock Option (right to buy)  (2)3/1/2029 Common Stock 24000 $8.47 D  

Explanation of Responses:
(1) 25% of the shares subject to the option shall vest and become exercisable on the first anniversary after September 10, 2018 (the "Grant Date") and 1/36th of the shares shall vest and become exercisable each month after the first anniversary, September 10, 2019, 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 vesting date.
(2) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Knaley Brian
C/O VIEWRAY, INC.
2 THERMO FISHER WAY
OAKWOOD VILLAGE, OH 44146


Sr VP and Interim CFO

Signatures
/s/ Robert McCormack, Attorney-in-Fact10/10/2019
**Signature of Reporting PersonDate

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