SEC Form 4 · accession 0000950103-18-005156
ViewRay, Inc. · VRAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David P Bonita
Director · 10% Owner
Period of report
Nov 15, 2017
Accepted (ET)
Apr 25, 2018 · 5:00 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 StockF1,F2 | Nov 15, 2017 | A | 6,857 | $0.00 | A | 26,388 | D | |
| Common StockF3,F5 | holding | — | — | — | 9,369,342 | I | See footnote | |
| Common StockF4,F5 | holding | — | — | — | 89,225 | I | See footnote |
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)F6 | $8.02 | Nov 15, 2017 | A | 45,633 | A | — | Nov 15, 2027 | Common Stock | 45,633 | 45,633 | D |
Explanation of responses
- F1The reported securities are fully vested RSUs that entitle the Reporting Person to receive one share of Common Stock per RSU upon the earlier of (i) the Reporting Person's termination of service from the Issuer's board of directors or (ii) a Change of Control of the Issuer as defined in the Issuer's 2015 Equity Incentive Award Plan.
- F2Consists of RSUs.
- F3These 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") and OrbiMed Advisors LLC ("Advisors"). 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 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 exercises 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. The Reporting Person is a private equity partner of Advisors.
- F4These securities are held of record by OrbiMed Associates III, LP ("Associates III") and may be deemed to be indirectly beneficially owned by Advisors. Advisors is the sole general partner of Associates III. By virtue of such relationship, Advisors may be deemed to have voting and investment power with respect to the securities held by Associates III noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. Advisors exercises 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. The Reporting Person is a private equity partner of Advisors.
- F5Each of the Reporting Person, GP III and Advisors 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. This report shall not be deemed an admission that any such entity or person, including the Reporting Person, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F627,174 of the shares subject to the option were fully vested on November 15, 2017. 1/12 of the remaining 18,459 shares subject to the option vested and became exercisable on each monthly anniversary measured from June 19, 2017, such that 100% of the shares subject to the option will fully vest on June 19, 2018.