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

1. Name and Address of Reporting Person *

Xie Yili Kevin
2. Issuer Name and Ticker or Trading Symbol

ViewRay, Inc. [ VRAY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VIEWRAY, INC., 2 THERMO FISHER WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

11/1/2019
(Street)

OAKWOOD VILLAGE, OH 44146
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 V Amount (A) or (D) Price
Common Stock  11/1/2019    A(1)    62500  A $0.00  62500  D   
Common Stock  11/1/2019    A(2)    10267  A $0.00  72767 (3) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  1/36th of the shares subject to the option shall vest and become exercisable on each monthly anniversary measured from November 1, 2019 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested on the third anniversary of the Vesting Commencement Date, subject to the Reporting Person remaining a service provider through each such vesting date.
(2)  The reported securities are RSUs that entitle the holder to receive one share of Common Stock per RSU upon vesting. All of these RSUs shall vest on January 2, 2020, subject to the Reporting Person remaining a service provider through such date.
(3)  Includes 72,767 shares granted as RSUs. As of the transaction date, none of the RSUs have vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Xie Yili Kevin
C/O VIEWRAY, INC.
2 THERMO FISHER WAY
OAKWOOD VILLAGE, OH 44146
X



Signatures
/s/ Robert McCormack, Attorney-in-Fact 11/7/2019
**Signature of Reporting Person Date


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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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