Statement of Changes in Beneficial Ownership (4)
March 21 2023 - 6:24PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Dempsey James F. |
2. Issuer Name and Ticker or Trading Symbol
ViewRay, Inc.
[
VRAY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Scientific Officer |
(Last)
(First)
(Middle)
C/O VIEWRAY, INC., 1099 18TH STREET, SUITE 3000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/24/2022 |
(Street)
DENVER, CO 80202 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/24/2022 | | F | | 37681 (1) | D | $4.30 | 642165 | D | |
Common Stock | 3/1/2023 | | A | | 86405 (2) | A | $0 | 728570 | D | |
Common Stock | 3/1/2023 | | F | | 19630 (1) | D | $4.12 | 708940 | D | |
Common Stock | 3/1/2023 | | F | | 14872 (1) | D | $4.12 | 694068 | D | |
Common Stock | 3/2/2023 | | F | | 39700 (1) | D | $4.12 | 654368 | D | |
Common Stock | 3/3/2023 | | M | | 42000 | A | $0.75 | 696368 | D | |
Common Stock | 3/3/2023 | | S | | 42000 (3) | D | $4.13 | 654368 | D | |
Common Stock | 3/7/2023 | | M | | 125000 | A | $0.75 | 779368 (4) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Performance Units | $0.0 | 3/1/2023 | | A | | 86405 | | (5) | (5) | Common Stock | 86405.0 | $0 | 86405 | D | |
Stock Option (right to buy) | $0.75 | 3/3/2023 | | M | | | 42000 | (6) | 4/11/2024 | Common Stock | 42000.0 | $0.75 | 292305 | D | |
Stock Option (right to buy) | $0.75 | 3/7/2023 | | M | | | 125000 | (6) | 4/11/2024 | Common Stock | 125000.0 | $0.75 | 167305 | D | |
Explanation of Responses: |
(1) | Payment of tax liability by withholding securities incident to vesting of restricted stock units. |
(2) | The reported securities are RSUs that entitle the Reporting Person to receive one share of Common Stock per RSU upon vesting. A total of one-third of the shares subject to this grant become vested on each of the first three anniversaries of March 1, 2023, subject to the Reporting Person remaining a service provider through each such vesting date. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.090 to $4.145, inclusive. The reporting person undertakes to provide ViewRay, Inc., any security holder of ViewRay, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | Includes 774,426 shares granted as RSUs. As of the transaction date, 294,131 of the RSUs have vested. |
(5) | These performance share awards were issued at a 100% target and have a 3-year vest period and will vest in all or in part upon achievement of performance metrics. Any awards that have not been vested and released at the end of the 3-year period will be cancelled. |
(6) | All of the shares subject to this option are fully vested and exercisable as of the date of exercise. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Dempsey James F. C/O VIEWRAY, INC. 1099 18TH STREET, SUITE 3000 DENVER, CO 80202 |
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| Chief Scientific Officer |
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Signatures
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/s/ Robert McCormack, Attorney-in-fact | | 3/21/2023 |
**Signature of Reporting Person | Date |
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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