December 29, 2015
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
| Attention: | Daniel Morris, Special Counsel |
| Heather Percival |
| Dennis Hult |
| Jay Webb |
| Re: | ViewRay, Inc. |
Registration Statement on Form S-1 (Registration No. 333-207347)
Ladies and Gentlemen:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-207347) (the “Registration Statement”) of ViewRay, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on December 31, 2015, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043.
The Company acknowledges the following:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
ViewRay Headquarters | California Office | |
2 Thermo Fisher Way | 815 E. Middlefield Road | |
Oakwood Village, OH 44146 | Mountain View, CA 94043 | |
Phone: +1 440.703.3210 | Phone: +1 650.252.0920 | |
Fax: +1 800.417.3459 | Fax: +1 800.417.3459 | |
| • | the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your assistance in this matter.
| Very truly yours, | ||
| VIEWRAY, INC. | ||
By: | /s/ Chris A. Raanes | |
| ||
| Chris A. Raanes | ||
| President and Chief Executive Officer | ||
| cc: | D. David Chandler, ViewRay, Inc. |
| Mark V. Roeder, Esq., Latham & Watkins LLP |
| Brian D. Paulson, Esq., Latham & Watkins LLP |
ViewRay Headquarters | California Office | |
2 Thermo Fisher Way | 815 E. Middlefield Road | |
Oakwood Village, OH 44146 | Mountain View, CA 94043 | |
Phone: +1 440.703.3210 | Phone: +1 650.252.0920 | |
Fax: +1 800.417.3459 | Fax: +1 800.417.3459 | |