SEC Form 4 · accession 0000947871-16-001451
ViewRay, Inc. · VRAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
Director · 10% Owner
ORBIMED ADVISORS LLC
Director · 10% Owner
OrbiMed Capital GP III LLC
Director · 10% Owner
Period of report
Aug 22, 2016
Accepted (ET)
Aug 24, 2016 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001597313
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F3 | Aug 22, 2016 | P | 1,127,338 | $2.95 | A | 9,041,883 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF2,F3 | Aug 22, 2016 | P | 10,736 | $2.95 | A | 86,107 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase common stockF1,F3 | $2.95 | Aug 22, 2016 | P | 338,201 | A | Aug 22, 2016 | Aug 22, 2023 | Common Stock | 338,201 | 338,201 | I |
| Warrants to purchase common stockF2,F3 | $2.95 | Aug 22, 2016 | P | 3,220 | A | Aug 22, 2016 | Aug 22, 2023 | Common Stock | 3,220 | 3,220 | I |
Explanation of responses
- F1These securities are held of record by OrbiMed Private Investments III, LP ("OPI III") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("GP III"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). GP III is the sole general partner of OPI III. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI III noted above.
- F2These securities are held of record by OrbiMed Associates III, LP ("Associates III") and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates III. Isaly is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationship, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by Associates III noted above. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates III.
- F3This report on Form 4 is jointly filed by GP III, Advisors, and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently David Bonita, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.