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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 3/1/21 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1597313 |
| Issuer Name: ViewRay, Inc. |
| Issuer Trading Symbol: VRAY |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1637089 |
| | Owner Name: Dempsey James F. |
| Reporting Owner Address: |
| | Owner Street 1: C/O VIEWRAY, INC. |
| | Owner Street 2: 2 THERMO FISHER WAY |
| | Owner City: OAKWOOD VILLAGE |
| | Owner State: OH |
| | Owner ZIP Code: 44146 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Scientific Officer |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/1/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 6,342 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 4.66 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 630,796 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/1/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 104,613 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 735,409 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/2/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 38,094 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 4.51 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 697,315 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Performance Units |
| | Conversion or Exercise Price: |
| | | Value: 0.00 |
| | Transaction Date: |
| | | Value: 3/1/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: E |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 51,525 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 51,525 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 51,525 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Payment of tax liability by withholding securities incident to vesting of restricted stock units. |
| Footnote - F2: The reported securities are RSUs that entitle the Reporting Person to receive one share of Common Stock per RSU upon vesting. A total of one-third of the shares subject to this grant become vested on each of the first three anniversaries of March 1, 2021, subject to the Reporting Person remaining a service provider through each such vesting date. |
| Footnote - F3: Includes 514,713 shares granted as RSUs. As of the transaction date, 90,313 of the RSUs have vested. |
| Footnote - F4: 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. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Robert McCormack, Attorney-in-Fact |
| Signature Date: 3/3/21 |
