SEC Info - Dempsey James F. - ‘4’ for 10/24/22 re: ViewRay, Inc.

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Dempsey James F.

2. Issuer Name and Ticker or Trading Symbol
ViewRay, Inc. [VRAY]

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

_____ Director

_____ 10% Owner

__X__ Officer (give title below)

_____ Other (specify below)

Chief Scientific Officer

(Last)

(First)

(Middle)

C/O VIEWRAY, INC., 1099 18TH STREET, SUITE 3000

3. Date of Earliest Transaction (Month/Day/Year)
10/24/22

(Street)

DENVER, CO 80202

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction 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

Amount

(A) or (D)

Price

Common Stock

10/24/22

37,681 ⁽¹⁾

$4.3

642,165

Common Stock

3/1/23

86,405 ⁽²⁾

$ 0

728,570

Common Stock

3/1/23

19,630 ⁽¹⁾

$4.12

708,940

Common Stock

3/1/23

14,872 ⁽¹⁾

$4.12

694,068

Common Stock

3/2/23

39,700 ⁽¹⁾

$4.12

654,368

Common Stock

3/3/23

42,000

$0.75

696,368

Common Stock

3/3/23

42,000 ⁽³⁾

$4.13

654,368

Common Stock

3/7/23

125,000

$0.75

779,368 ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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.

SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Units

$ 0

3/1/23

86,405

⁽⁵⁾

Common Stock

86,405.00

$ 0

86,405

Stock Option (right to buy)

$0.75

3/3/23

42,000

⁽⁶⁾

4/11/24

Common Stock

42,000.00

$0.75

292,305

Stock Option (right to buy)

$0.75

3/7/23

125,000

⁽⁶⁾

4/11/24

Common Stock

125,000.00

$0.75

167,305

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

Dempsey James F.
C/O VIEWRAY, INC.
1099 18TH STREET, SUITE 3000
DENVER, CO 80202

Chief Scientific Officer

Signatures

/s/ Robert McCormack, Attorney-in-fact

3/21/23

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(1)

Payment of tax liability by withholding securities incident to vesting of restricted stock units.

(2)

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, 2023, subject to the Reporting Person remaining a service provider through each such vesting date.

(3)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.090 to $4.145, inclusive. The reporting person undertakes to provide ViewRay, Inc., any security holder of ViewRay, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(4)

Includes 774,426 shares granted as RSUs. As of the transaction date, 294,131 of the RSUs have vested.

(5)

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.

(6)

All of the shares subject to this option are fully vested and exercisable as of the date of exercise.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
S	Open market or private sale of non-derivative or derivative security.

Dempsey James F. – ‘4’ for 10/24/22 re: ViewRay, Inc.

On: Tuesday, 3/21/23, at 6:22pm ET · For: 10/24/22 · Accession #: 1628280-23-8798 · File #: 1-37725

Previous ‘4’: ‘4’ on 3/3/21 for 3/1/21 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Dempsey James F. – ‘4’ for 10/24/22 re: ViewRay, Inc.

On: Tuesday, 3/21/23, at 6:22pm ET · For: 10/24/22 · Accession #: 1628280-23-8798 · File #: 1-37725

Previous ‘4’: ‘4’ on 3/3/21 for 3/1/21 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents