Sec Form 4 Filing - Gold Mark Stephen @ ViewRay, Inc. - 2017-11-15

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 Gold Mark Stephen 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) (Last) (First) (Middle) C/O VIEWRAY, INC.,, 2 THERMO FISHER WAY 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2017 (Street) OAKWOOD VILLAGE, OH44146 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 11/15/2017 A 5,610 ( 1 ) A $ 0 138,767 ( 2 ) D Common Stock 12/01/2017 M 25,104 A $ 2.95 163,871 D Common Stock 12/03/2017 X 9,389 A $ 3.17 101,174 I See footnote ( 3 ) ( 5 ) Common Stock 54,129 I See footnote ( 4 ) ( 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 (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) $ 8.02 11/15/2017 A 45,633 ( 6 ) 11/15/2027 Common Stock 45,633 $ 0 45,633 D Warrant to Purchase Common Stock $ 2.95 12/01/2017 M 25,104 08/22/2016 08/22/2023 Common Stock 25,104 $ 2.95 0 D Warrant to Purchase Common Stock $ 3.17 12/03/2017 X 9,389 01/18/2017 01/18/2024 Common Stock 9,389 $ 3.17 0 I See footnote ( 3 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gold Mark Stephen C/O VIEWRAY, INC., 2 THERMO FISHER WAY OAKWOOD VILLAGE, OH44146 X Signatures /s/ Wesley Mintu, as Attorney-in-Fact for Mark Stephen Gold 04/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are fully vested RSUs that entitle the Reporting Person to receive one share of Common Stock per RSU upon the earlier of (i) the Reporting Person's termination of service from the Issuer's board of directors or (ii) a Change of Control of the Issuer as defined in the Issuer's 2015 Equity Incentive Award Plan. ( 2 )Includes 20,581 RSUs. ( 3 )Securities held by JMSK, Ltd. ( 4 )Securities held by MJSK, Ltd. ( 5 )Janice Gold, the wife of Dr. Gold, is the President of MJSK, Ltd., and Steven Gold, the son of Dr. Gold, is the General Partner of JMSK, Ltd. Voting and dispositive decisions with respect to securities held by MJSK, Ltd. and JMSK, Ltd. are not made by Dr. Gold; he disclaims beneficial ownership of the securities held by MJSK, Ltd. and JMSK, Ltd. except to the extent of his pecuniary interest therein, if any. ( 6 )27,174 of the shares subject to the option were fully vested on November 15, 2017. 1/12 of the remaining 18,459 shares subject to the option vested and became exercisable on each monthly anniversary measured from June 19, 2017, such that 100% of the shares subject to the option will fully vest on June 19, 2018.

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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