Sec Form 3 Filing - Shah Sanket @ ViewRay, Inc. - 2023-07-15

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 Shah Sanket 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) SVP, General Counsel (Last) (First) (Middle) C/O VIEWRAY, INC., 1099 18TH STREET, SUITE 3000 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2023 (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 66,659 ( 3 ) 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) $ 3.72 ( 1 ) 09/15/2029 Common Stock 30,000 D Performance Units $ 0 ( 2 ) ( 2 ) Common Stock 31,773 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shah Sanket C/O VIEWRAY, INC. 1099 18TH STREET, SUITE 3000 DENVER, CO80202 SVP, General Counsel Signatures /s/ Sanket Shah 07/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )25% of the shares subject to the option shall vest and become exercisable on the first anniversary after September 15, 2018 (the "Grant Date") and 1/36th of the shares shall vest and become exercisable each month after the first anniversary, September 15, 2019, 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. ( 2 )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 canceled. ( 3 )Represents 61,631 shares of Restricted Stock Units (RSUs) and 5,028 shares purchased as part of the Employee Stock Purchase Plan (ESPP). The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Mr. Shah has been granted the following: 3/2/2020 24,822 shares, 3/1/2021 17,167 shares, 3/1/2022 14,492 shares, and 3/1/2023 19,585 shares. The ESPP requires a one-year holding period after the purchase of the shares. Mr. Shah purchased the following shares as part of the ESPP: 4/1/2020 238 shares, 7/1/2020 609 shares, 1/4/2021 478 shares, 7/1/2021 540 shares, 1/3/2022 1,838 shares, and 7/1/2022 1,327 shares. As of 7/15/2023, 44,799 shares are sellable.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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