SEC Form 4 · accession 0000947871-18-000654
ViewRay, Inc. · VRAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 7, 2018
Accepted (ET)
Aug 10, 2018 · 7:36 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 StockF5,F7,F9 | Aug 7, 2018 | M | 26,139 | — | A | 9,227,164 | I | See Footnotes |
| Common StockF5,F8,F9 | Aug 7, 2018 | M | 249 | — | A | 87,871 | I | See Footnotes |
| Common StockF1,F7,F9 | Aug 8, 2018 | S | 478,107 | $10.00 | D | 8,749,057 | I | See Footnotes |
| Common StockF1,F8,F9 | Aug 8, 2018 | S | 4,553 | $10.00 | D | 83,318 | I | See Footnotes |
| Common StockF2,F7,F9 | Aug 9, 2018 | S | 108,729 | $9.95 | D | 8,640,328 | I | See Footnotes |
| Common StockF2,F8,F9 | Aug 9, 2018 | S | 1,036 | $9.95 | D | 82,282 | I | See Footnotes |
| Common StockF7,F9 | Aug 9, 2018 | M | 19,372 | $5.00 | A | 8,659,700 | I | See Footnotes |
| Common StockF8,F9 | Aug 9, 2018 | M | 184 | $5.00 | A | 82,466 | I | See Footnotes |
| Common StockF7,F9 | Aug 9, 2018 | M | 45,203 | $5.00 | A | 8,704,903 | I | See Footnotes |
| Common StockF8,F9 | Aug 9, 2018 | M | 431 | $5.00 | A | 82,897 | I | See Footnotes |
| Common StockF7,F9 | Aug 9, 2018 | S | 64,575 | $9.91 | D | 8,640,328 | I | See Footnotes |
| Common StockF8,F9 | Aug 9, 2018 | S | 615 | $9.91 | D | 82,282 | I | See Footnotes |
| Common StockF7,F9 | Aug 9, 2018 | S | 26,139 | $9.86 | D | 8,614,189 | I | See Footnotes |
| Common StockF8,F9 | Aug 9, 2018 | S | 249 | $9.86 | D | 82,033 | I | See Footnotes |
| Common StockF6,F7,F9 | Aug 10, 2018 | S | 678,333 | $9.96 | D | 7,935,856 | I | See Footnotes |
| Common StockF6,F8,F9 | Aug 10, 2018 | S | 6,460 | $9.96 | D | 75,573 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F7,F9,F3 | $5.00 | Aug 9, 2018 | M | 19,372 | D | — | Sep 25, 2018 | Common Stock | 19,372 | 0 | I |
| Stock Option (right to buy)F8,F9,F3 | $5.00 | Aug 9, 2018 | M | 184 | D | — | Sep 25, 2018 | Common Stock | 184 | 0 | I |
| Stock Option (right to buy)F7,F9,F4 | $8.02 | Aug 9, 2018 | M | 45,203 | D | — | Sep 25, 2018 | Common Stock | 45,203 | 0 | I |
| Stock Option (right to buy)F8,F9,F4 | $8.02 | Aug 9, 2018 | M | 431 | D | — | Sep 25, 2018 | Common Stock | 431 | 0 | I |
| Restricted Stock UnitF7,F9,F5 | — | Aug 7, 2018 | M | 26,139 | D | — | — | Common Stock | 26,139 | 0 | I |
| Restricted Stock UnitF8,F9,F5 | — | Aug 7, 2018 | M | 249 | D | — | — | Common Stock | 249 | 0 | I |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $9.98 to $10.07 inclusive. Upon request, the Reporting Persons undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
- F2The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $9.90 to $10.03 inclusive. Upon request, the Reporting Persons undertakes to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
- F3The stock options were included in an award to David Bonita, an employee of the Reporting Persons, made on July 23, 2015 for services as a director of the Issuer. The award included stock options relating to a total of 19,556 shares of the Issuer's Common Stock and was vested and exercisable on July 23, 2016. Mr. Bonita is no longer a director of the Issuer.
- F4The stock options were included in an award to David Bonita, an employee of the Reporting Persons, made on November 15, 2017 for services as a director of the Issuer. The award included stock options relating to a total of 45,633 shares of the Issuer's Common Stock and was vested and exercisable on June 19, 2018. Mr. Bonita is no longer a director of the Issuer.
- F5The restricted stock units were included in an award to David Bonita, an employee of the Reporting Persons, made on November 15, 2017 for services as a director of the Issuer. Each restricted stock unit represented a contingent right to receive one Share following Mr. Bonita's termination of service from the Issuer's board of directors.
- F6The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $9.88 to $10.03 inclusive. Upon request, the Reporting Persons undertakes to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
- F7These securities are held of record by OrbiMed Private Investments III, LP ("OPI III"). OrbiMed Capital GP III LLC ("GP III") is the general partner of OPI III, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power over the securities held by OPI III and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI III.
- F8These securities are held of record by OrbiMed Associates III, LP ("Associates III"). Advisors is the general partner of Associates III. By virtue of such relationships, Advisors may be deemed to have voting and investment power over the securities held by Associates III and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by Associates III.
- F9This report on Form 4 is jointly filed by GP III and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.