SEC Form 4 · accession 0000950103-18-005158
ViewRay, Inc. · VRAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Stephen Gold
Director
Period of report
Nov 15, 2017
Accepted (ET)
Apr 25, 2018 · 5:02 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 | 5,610 | $0.00 | A | 138,767 | D | |
| Common Stock | Dec 1, 2017 | M | 25,104 | $2.95 | A | 163,871 | D | |
| Common StockF3,F5 | Dec 3, 2017 | X | 9,389 | $3.17 | A | 101,174 | I | See footnote |
| Common StockF4,F5 | holding | — | — | — | 54,129 | 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 |
| Warrant to Purchase Common Stock | $2.95 | Dec 1, 2017 | M | 25,104 | A | Aug 22, 2016 | Aug 22, 2023 | Common Stock | 25,104 | 0 | D |
| Warrant to Purchase Common StockF3,F5 | $3.17 | Dec 3, 2017 | X | 9,389 | A | Jan 18, 2017 | Jan 18, 2024 | Common Stock | 9,389 | 0 | I |
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.
- F2Includes 20,581 RSUs.
- F3Securities held by JMSK, Ltd.
- F4Securities held by MJSK, Ltd.
- F5Janice Gold, the wife of Dr. Gold, is the President of MJSK, Ltd., and Steven Gold, the son of Dr. Gold, is the General Partner of JMSK, Ltd. Voting and dispositive decisions with respect to securities held by MJSK, Ltd. and JMSK, Ltd. are not made by Dr. Gold; he disclaims beneficial ownership of the securities held by MJSK, Ltd. and JMSK, Ltd. except to the extent of his pecuniary interest therein, if any.
- 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.