Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 8:01AM
Edgar (US Regulatory)
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 1)*
ViewRay, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92672L107
(CUSIP
Number)
December
31, 2019
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
(Page 1 of 17 Pages)
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP
No. 92672L107
|
13G
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Page
2 of 17 Pages
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(1)
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NAMES OF REPORTING PERSONS
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HealthCor Management, L.P.
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|
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a) ¨
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(b) x
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
|
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NUMBER OF
|
(5)
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SOLE VOTING POWER
|
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|
|
0
|
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SHARES
|
|
|
|
|
|
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BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
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|
|
9,477,799
|
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OWNED BY
|
|
|
|
|
|
|
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EACH
|
(7)
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SOLE DISPOSITIVE POWER
|
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0
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|
REPORTING
|
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|
|
|
|
|
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PERSON WITH
|
(8)
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SHARED DISPOSITIVE POWER
|
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|
9,477,799
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|
|
|
|
|
|
(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
9,477,799
|
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|
|
|
|
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.4%
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(12)
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TYPE OF REPORTING PERSON (see instructions)
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PN
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CUSIP No. 92672L107
|
13G
|
Page 3 of 17 Pages
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(1)
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NAMES OF REPORTING PERSONS
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HealthCor Associates, LLC
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a) ¨
|
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(b) x
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Delaware
|
|
|
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
|
9,477,799
|
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OWNED BY
|
|
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
REPORTING
|
|
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
9,477,799
|
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
9,477,799
|
|
|
|
|
|
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
|
¨
|
|
|
|
|
|
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
6.4%
|
|
|
|
|
|
|
|
|
|
|
(12)
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TYPE OF REPORTING PERSON (see instructions)
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|
OO - limited liability company
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CUSIP No.
92672L107
|
13G
|
Page 4 of 17 Pages
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(1)
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NAMES OF REPORTING PERSONS
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HealthCor Offshore Master Fund, L.P.
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(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
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|
|
(a) ¨
|
|
|
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(b) x
|
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(3)
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SEC USE ONLY
|
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|
|
|
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Cayman Islands
|
|
|
|
|
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NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
|
2,637,120
|
|
OWNED BY
|
|
|
|
|
|
|
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EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
REPORTING
|
|
|
|
|
|
|
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PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,637,120
|
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,637,120
|
|
|
|
|
|
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
|
¨
|
|
|
|
|
|
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
1.8%
|
|
|
|
|
|
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
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|
PN
|
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CUSIP No. 92672L107
|
13G
|
Page 5 of 17 Pages
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|
(1)
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NAMES OF REPORTING PERSONS
|
|
|
|
HealthCor Offshore GP, LLC
|
|
|
|
|
|
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
|
(a) ¨
|
|
|
|
|
(b) x
|
|
|
|
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
|
2,637,120
|
|
OWNED BY
|
|
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
REPORTING
|
|
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,637,120
|
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,637,120
|
|
|
|
|
|
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
|
¨
|
|
|
|
|
|
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
1.8%
|
|
|
|
|
|
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
OO – limited liability company
|
|
|
|
|
|
CUSIP No. 92672L107
|
13G
|
Page 6 of 17 Pages
|
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|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
|
HealthCor Group, LLC
|
|
|
|
|
|
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
|
(a) ¨
|
|
|
|
|
(b) x
|
|
|
|
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
|
5,220,689
|
|
OWNED BY
|
|
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
REPORTING
|
|
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
5,220,689
|
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
5,220,689
|
|
|
|
|
|
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
|
¨
|
|
|
|
|
|
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
3.5%
|
|
|
|
|
|
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
OO - limited liability company
|
|
|
|
|
|
CUSIP No. 92672L107
|
13G
|
Page 7 of 17 Pages
|
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|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
|
Arthur Cohen
|
|
|
|
|
|
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
|
(a) ¨
|
|
|
|
|
(b) x
|
|
|
|
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
|
9,477,799
|
|
OWNED BY
|
|
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
REPORTING
|
|
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
9,477,799
|
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
9,477,799
|
|
|
|
|
|
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
|
¨
|
|
|
|
|
|
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
6.4%
|
|
|
|
|
|
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
IN
|
|
|
|
|
|
CUSIP No. 92672L107
|
13G
|
Page 8 of 17 Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
|
Joseph Healey
|
|
|
|
|
|
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
|
(a) ¨
|
|
|
|
|
(b) x
|
|
|
|
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
|
9,477,799
|
|
OWNED BY
|
|
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
REPORTING
|
|
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
9,477,799
|
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
9,477,799
|
|
|
|
|
|
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
|
¨
|
|
|
|
|
|
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
6.4%
|
|
|
|
|
|
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
IN
|
|
|
|
|
|
CUSIP No. 92672L107
|
13G
|
Page 9 of 17 Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
|
HealthCor Sanatate Offshore Master Fund, L.P.
|
|
|
|
|
|
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
|
(a) ¨
|
|
|
|
|
(b) x
|
|
|
|
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Cayman Islands
|
|
|
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
|
2,532,904
|
|
OWNED BY
|
|
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
REPORTING
|
|
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,532,904
|
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,532,904
|
|
|
|
|
|
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
|
¨
|
|
|
|
|
|
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
1.7%
|
|
|
|
|
|
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
PN
|
|
|
|
|
|
CUSIP No. 92672L107
|
13G
|
Page 10 of 17 Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
|
HealthCor Offshore II GP, LLC
|
|
|
|
|
|
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
|
(a) ¨
|
|
|
|
|
(b) x
|
|
|
|
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
|
2,532,904
|
|
OWNED BY
|
|
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
REPORTING
|
|
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,532,904
|
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,532,904
|
|
|
|
|
|
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
|
¨
|
|
|
|
|
|
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
1.7%
|
|
|
|
|
|
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
OO - limited liability company
|
|
|
|
|
|
CUSIP No. 92672L107
|
13G
|
Page 11 of 17 Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
|
HealthCor Market Neutral Master Fund, L.P.
|
|
|
|
|
|
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
|
(a) ¨
|
|
|
|
|
(b) x
|
|
|
|
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Cayman Islands
|
|
|
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
|
50,665
|
|
OWNED BY
|
|
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
REPORTING
|
|
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
50,665
|
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
50,665
|
|
|
|
|
|
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
|
¨
|
|
|
|
|
|
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
(13)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
PN
|
|
|
|
|
|
CUSIP No. 92672L107
|
13G
|
Page 12 of 17 Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
|
|
HealthCor Market Neutral GP, LLC
|
|
|
|
|
|
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
|
|
(a) ¨
|
|
|
|
|
(b) x
|
|
|
|
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
|
50,665
|
|
OWNED BY
|
|
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
REPORTING
|
|
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
50,665
|
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
50,665
|
|
|
|
|
|
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see instructions)
|
¨
|
|
|
|
|
|
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
(13)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
OO - limited liability company
|
|
|
|
|
|
CUSIP No. 92672L107
|
13G
|
Page 13 of 17 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
|
|
ViewRay, Inc.
|
|
|
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
|
|
2 Thermo Fisher Way, Oakwood Village, OH 44146
|
|
|
|
|
Item 2(a, b, c).
|
Name of Person Filing:
|
|
|
|
|
|
(i) HealthCor Management, L.P., a Delaware limited partnership, 55 Hudson Yards, 28th Floor, New York, NY 10001;
|
|
|
|
|
|
(ii) HealthCor Associates, LLC, a Delaware limited liability company, 55 Hudson Yards, 28th Floor, New York, NY 10001;
|
|
|
|
|
|
(iii) HealthCor Offshore Master Fund, L.P., a Cayman Islands limited partnership, 55 Hudson Yards, 28th Floor, New York, NY 10001;
|
|
|
|
|
|
(iv) HealthCor Offshore GP, LLC, a Delaware limited liability company, 55 Hudson Yards, 28th Floor, New York, NY 10001;
|
|
|
|
|
|
(v) HealthCor Group, LLC, a Delaware limited liability company, 55 Hudson Yards, 28th Floor, New York, NY 10001;
|
|
|
|
|
|
(vi) Joseph Healey, 55 Hudson Yards, 28th Floor, New York, NY 10001;
|
|
|
|
|
|
(vii) Arthur Cohen, 12 South Main Street, #203 Norwalk, CT 06854;
|
|
|
|
|
|
(viii) HealthCor Sanatate Offshore Master Fund, L.P., a Cayman Islands limited partnership, 55 Hudson Yards, 28th Floor, New York, NY 10001;
|
|
|
|
|
|
(ix) HealthCor Offshore II GP, LLC, a Delaware limited liability company, 55 Hudson Yards, 28th Floor, New York, NY 10001;
|
|
|
|
|
|
(x) HealthCor Market Neutral Master Fund, L.P., a Cayman Islands limited partnership, 55 Hudson Yards,
28th Floor, New York, NY 10001; and
|
|
|
|
|
|
(xi) HealthCor Market Neutral GP, LLC, a Delaware limited liability company, 55 Hudson Yards, 28th Floor, New York, NY 10001.
|
|
|
|
|
|
Both Mr. Healey and Mr. Cohen are United States citizens.
|
|
|
|
|
|
The persons at (i) through (xi) above are collectively referred to herein as the "Reporting Persons".
|
|
CUSIP No. 92672L107
|
13G
|
Page 14
of 17 Pages
|
|
Item 2(d).
|
Title of Class of Securities: Common Stock (the "Common Stock")
|
|
|
|
|
Item 2(e).
|
CUSIP Number: 92672L107
|
|
|
|
|
Item 3.
|
Not applicable.
|
|
|
|
|
Item 4.
|
Ownership.
|
|
|
|
|
|
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
|
|
|
|
|
|
Collectively, HealthCor Offshore Master Fund, L.P., HealthCor Market Neutral Master Fund, L.P. and HealthCor Sanatate Offshore
Master Fund, L.P. (each a "Fund" and together, the "Funds") are the beneficial owners of a total of 5,220,689 shares of the
Common Stock of the Issuer. In addition, HealthCor Management, L.P. manages separately managed accounts that collectively
hold a total of 4,257,110 shares of the Common Stock of the Issuer.
|
|
|
|
|
|
HealthCor Offshore GP, LLC is the general partner of HealthCor Offshore Master Fund, L.P. Accordingly, HealthCor Offshore
GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master
Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Offshore GP, LLC and, therefore, may be deemed to beneficially
own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P.
|
|
|
|
|
|
HealthCor Offshore II GP, LLC is the general partner of HealthCor Sanatate Offshore Master Fund, L.P. Accordingly, HealthCor
Offshore II GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor
Sanatate Offshore Master Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Offshore II GP, LLC and, therefore,
may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Sanatate Offshore Master
Fund, L.P.
|
|
|
|
|
|
HealthCor Market Neutral GP, LLC is the general partner of HealthCor Market Neutral Master Fund, L.P. Accordingly, HealthCor
Market Neutral GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor
Market Neutral Master Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Market Neutral GP, LLC and, therefore,
may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Market Neutral Master
Fund, L.P.
|
|
CUSIP No. 92672L107
|
13G
|
Page 15
of 17 Pages
|
|
|
By virtue of its position as the investment manager
of the Funds, HealthCor Management, L.P. may be deemed a beneficial owner of all the shares of Common Stock owned by the Funds,
as well as those it manages through separately managed accounts. HealthCor Associates, LLC is the general partner of HealthCor
Management, L.P. and thus may also be deemed to beneficially own the shares of Common Stock that are beneficially owned by the
Funds or managed through such accounts.
|
|
|
|
|
|
As the Managers of HealthCor Associates, LLC, Arthur Cohen and Joseph Healey exercise both voting and investment power with respect to the shares of Common Stock reported herein, and therefore each may be deemed a beneficial owner of such Common Stock.
|
|
|
|
|
|
Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock in excess of their actual pecuniary interest therein.
|
|
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the following ¨.
|
|
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
|
|
|
|
Not Applicable
|
|
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
|
|
|
|
|
Not Applicable
|
|
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
|
|
|
See Exhibit I.
|
|
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
|
|
|
Not Applicable
|
|
|
|
|
Item 10.
|
Certification.
|
|
|
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
|
|
|
|
Exhibits:
|
|
|
|
|
|
Exhibit I:
|
Joint Acquisition Statement
|
|
CUSIP No. 92672L107
|
13G
|
Page 16
of 17 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: February 14, 2020
HEALTHCOR MANAGEMENT, L.P.
|
|
By: HealthCor Associates, LLC, its general partner
|
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
HEALTHCOR OFFSHORE GP, LLC, for itself and as general
partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
|
|
By: HealthCor Group, LLC, its general partner
|
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
|
CUSIP No. 92672L107
|
13G
|
Page 17
of 17 Pages
|
HEALTHCOR OFFSHORE II GP, LLC, for itself and as general
partner of behalf of HEALTHCOR SANATATE OFFSHORE MASTER FUND, L.P.
|
|
By: HealthCor Group, LLC, its general partner
|
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
HEALTHCOR MARKET NEUTRAL GP, LLC, for itself and as
general partner of behalf of HEALTHCOR MARKET NEUTRAL MASTER FUND, L.P.
|
|
By: HealthCor Group, LLC, its general partner
|
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
HEALTHCOR ASSOCIATES, LLC
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
HEALTHCOR GROUP, LLC
|
|
/s/ Anabelle P. Gray
|
|
|
|
Name: Anabelle P. Gray
|
|
|
|
Title: General Counsel
|
|
JOSEPH HEALEY, Individually
ARTHUR COHEN, Individually
ViewRay (NASDAQ:VRAY)
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