Sec Form 4 Filing - Dempsey James F. @ ViewRay, Inc. - 2022-10-24

FORM 4 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) 10/24/2022 (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 10/24/2022 F 37,681 ( 1 ) D $ 4.3 642,165 D Common Stock 03/01/2023 A 86,405 ( 2 ) A $ 0 728,570 D Common Stock 03/01/2023 F 19,630 ( 1 ) D $ 4.12 708,940 D Common Stock 03/01/2023 F 14,872 ( 1 ) D $ 4.12 694,068 D Common Stock 03/02/2023 F 39,700 ( 1 ) D $ 4.12 654,368 D Common Stock 03/03/2023 M 42,000 A $ 0.75 696,368 D Common Stock 03/03/2023 S 42,000 ( 3 ) D $ 4.13 654,368 D Common Stock 03/07/2023 M 125,000 A $ 0.75 779,368 ( 4 ) 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 Performance Units $ 0 03/01/2023 A 86,405 ( 5 ) ( 5 ) Common Stock 86,405 $ 0 86,405 D Stock Option (right to buy) $ 0.75 03/03/2023 M 42,000 ( 6 ) 04/11/2024 Common Stock 42,000 $ 0.75 292,305 D Stock Option (right to buy) $ 0.75 03/07/2023 M 125,000 ( 6 ) 04/11/2024 Common Stock 125,000 $ 0.75 167,305 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 )Payment of tax liability by withholding securities incident to vesting of restricted stock units. ( 2 )The reported securities are RSUs that entitle the Reporting Person to receive one share of Common Stock per RSU upon vesting. A total of one-third of the shares subject to this grant become vested on each of the first three anniversaries of March 1, 2023, subject to the Reporting Person remaining a service provider through each such vesting date. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.090 to $4.145, inclusive. The reporting person undertakes to provide ViewRay, Inc., any security holder of ViewRay, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )Includes 774,426 shares granted as RSUs. As of the transaction date, 294,131 of the RSUs have vested. ( 5 )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. ( 6 )All of the shares subject to this option are fully vested and exercisable as of the date of exercise.

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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