SEC FORM 3

SEC Form 3

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^*

Ziegler Paul Jr

(Last)

(First)

(Middle)

C/O VIEWRAY, INC.

2 THERMO FISHER WAY

(Street)

OAKWOOD VILLAGE

44146

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2021

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

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

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

5. 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 Beneficially Owned
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	237,580⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽²⁾	01/15/2029	Common Stock	55,000	7.03	D
Stock Option (right to buy)	⁽³⁾	03/01/2029	Common Stock	24,000	8.47	D
Performance Units	⁽⁴⁾	⁽⁴⁾	Common Stock	49,544	0.00	D

Explanation of Responses:

1. Represents 237,580 shares of Restricted Stock Units (RSUs). The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Mr. Ziegler has been granted the following: 10/24/2019 30,000 shares, 3/2/2020 124,113 shares, and 3/1/2021 100,590 shares. As of 6/11/2021, 34,248 shares of the RSUs are sellable.

2. 25% of the shares subject to the option shall vest and become exercisable on the first anniversary after January 2, 2019 (the "Grant Date") and 1/36th of the shares shall vest and become exercisable each month after the first anniversary, January 2, 2020, 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.

3. 1/48th of the shares subject to the option shall vest and become exercisable on each month after March 1, 2019 (the "Grant Date"), 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 such vesting date.

4. 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 cancelled.

Remarks:

	/s/ Robert McCormack, Attorney-in-Fact	06/15/2021
	** 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 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.