ViewRay (VRAYQ) Form 4 ViewRay / Caley Castelein ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Castelein Caley

(Last) (First) (Middle)

C/O VIEWRAY, INC.

2 THERMO FISHER WAY

(Street)

OAKWOOD VILLAGE OH 44146

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ViewRay, Inc. [ VRAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2020		A		2,521(1)	A	$3.82(2)	786,515	D
Common Stock	01/04/2021		A		8,580(3)	A	$6.41(4)	795,095	D
Common Stock								130,600	I	See footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

Explanation of Responses:

1. The reported securities are DSUs that entitle the Reporting Person to receive one share of Common Stock per DSU upon the earliest of (i) the Reporting Person's termination of service from the Issuer's board of directors, (ii) a Change of Control of the Issuer as defined in the Issuer's Amended & Restated 2015 Equity Incentive Award Plan or (iii) December 31, 2030 (the tenth anniversary of the grant date). These DSUs vested on the date of grant, December 31, 2020.

2. These DSUs were issued to the Reporting Person as reimbursement of previously granted DSUs that were cancelled for no consideration as a result of a 30% reduction in director retainer and committee service fees in April 2020, adjusted for changes to committee rosters for the second half of 2020.

3. The reported securities are DSUs that entitle the Reporting Person to receive one share of Common Stock per DSU upon the earliest of (i) the Reporting Person's termination of service from the Issuer's board of directors, (ii) a Change of Control of the Issuer as defined in the Issuer's Amended & Restated 2015 Equity Incentive Award Plan or (iii) January 4, 2031 (the tenth anniversary of the grant date). 1/12th of these DSUs shall vest on the last day of each calendar month beginning on January 31, 2021 such that 100% of the DSUs will be vested on December 31, 2021, subject to the Reporting Person remaining a service provider through each such vesting date.

4. These DSUs were issued to the reporting person pursuant to ViewRay Inc.'s Non-Employee Director Compensation Policy in lieu of retainer and committee service fees of $55,000.

5. Shares held by KVP Capital, L.P., an entity controlled by Mr. Castelein.

Remarks:

	/s/ Robert McCormack, Attorney-in-Fact	01/05/2021
	** 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).
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