| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/15/2023 |
3. Issuer Name and Ticker or Trading Symbol
ViewRay, Inc. [ VRAY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 66,659(3) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (1) | 09/15/2029 | Common Stock | 30,000 | $3.72 | D | |
| Performance Units | (2) | (2) | Common Stock | 31,773 | $0 | D | |
| Explanation of Responses: |
| 1. 25% of the shares subject to the option shall vest and become exercisable on the first anniversary after September 15, 2018 (the "Grant Date") and 1/36th of the shares shall vest and become exercisable each month after the first anniversary, September 15, 2019, such that 100% of the shares subject to the option will be vested on the fourth anniversary of the Grant Date, subject to the reporting person remaining a service provider through each vesting date. |
| 2. 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 canceled. |
| 3. Represents 61,631 shares of Restricted Stock Units (RSUs) and 5,028 shares purchased as part of the Employee Stock Purchase Plan (ESPP). The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Mr. Shah has been granted the following: 3/2/2020 24,822 shares, 3/1/2021 17,167 shares, 3/1/2022 14,492 shares, and 3/1/2023 19,585 shares. The ESPP requires a one-year holding period after the purchase of the shares. Mr. Shah purchased the following shares as part of the ESPP: 4/1/2020 238 shares, 7/1/2020 609 shares, 1/4/2021 478 shares, 7/1/2021 540 shares, 1/3/2022 1,838 shares, and 7/1/2022 1,327 shares. As of 7/15/2023, 44,799 shares are sellable. |
| Remarks: |
| /s/ Sanket Shah | 07/26/2023 | |
| ** 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 5 (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 Number. | ||