Sec Form 3 Filing - Dempsey James F. @ ViewRay, Inc. - 2022-06-10

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dempsey James F. 2. Issuer Name and Ticker or Trading Symbol ViewRay, Inc. [ VRAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) C/O VIEWRAY, INC., 1099 18TH STREET, SUITE 3000 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2022 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 679,826 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 0.75 ( 2 ) 04/11/2024 Common Stock 334,305 D Stock Option (right to buy) $ 5 ( 3 ) 07/23/2025 Common Stock 273,039 D Stock Option (right to buy) $ 5.05 ( 4 ) 02/18/2027 Common Stock 200,000 D Stock Option (right to buy) $ 7.09 ( 5 ) 04/16/2028 Common Stock 110,000 D Stock Option (right to buy) $ 8.47 ( 6 ) 03/01/2029 Common Stock 66,928 D Performance Units ( 8 ) ( 7 ) ( 7 ) Common Stock 51,525 D Performance Units ( 8 ) ( 7 ) ( 7 ) Common Stock 84,541 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dempsey James F. C/O VIEWRAY, INC. 1099 18TH STREET, SUITE 3000 DENVER, CO80202 Chief Scientific Officer Signatures /s/ Robert McCormack, Attorney-in-fact 03/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 497,224 shares granted as RSUs. As of the transaction date, 189,463 of the RSUs have vested. ( 2 )Of which 96,149 shares vest in 48 monthly installments beginning on May 13, 2013, until such shares subject to the option have become fully vested and exercisable. The remaining 238,156 shares will vest 25% on the first anniversary of November 13, 2013 (the grant date), and 1/48th of the total number of shares vest in thirty-six (36) monthly installments thereafter on each monthly anniversary of the grant date, until such shares subject to the option have become fully vested and exercisable. ( 3 )The shares subject to the option vest in 48 monthly installments on each monthly anniversary of July 23, 2015, until such shares subject to the option have become fully vested and exercisable. ( 4 )1/48th of the shares subject to the option shall vest and become exercisable on each monthly anniversary measured from February 18, 2017 (the grant date), such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the grant date, subject to the Reporting Person remaining a service provider through each such vesting date. ( 5 )1/48th of the shares subject to the option shall vest and become exercisable on each monthly anniversary measured from April 16, 2018 (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. ( 6 )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. ( 7 )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. ( 8 )Not applicable

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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