May 16, 2018
VIA EDGAR TRANSMISSION AND FEDEX
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Tom Jones
| Re: | ViewRay, Inc. (the “Registrant”) |
Registration Statement on FormS-3/A
RegistrationNo. 333-222264
Request for Acceleration
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Tom Jones
Dear Mr. Jones:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned Registrant hereby requests that the effective date of its Registration Statement on FormS-3 (FileNo. 333-222264) (the “Registration Statement”) initially filed on December 22, 2017 and as subsequently amended on March 20, 2018 and May 10, 2018, be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on May 18, 2018 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Alan F. Denenberg at (650)752-2004 .
Sincerely, | ||
ViewRay, Inc. | ||
| By: | /s/ Ajay Bansal | |
| Name: Ajay Bansal | ||
| Title: Chief Financial Officer | ||
