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
RegistrationNo. 333-224844
Request for Acceleration
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. 333-224844) (the “Registration Statement”) 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 | ||
