Sec Form 4 Filing - Bilenker Joshua H. @ ViewRay, Inc. - 2016-09-13

Insider filing report for Changes in Beneficial Ownership
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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
Bilenker Joshua H.
2. Issuer Name and Ticker or Trading Symbol
ViewRay, Inc. [ VRAY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AISLING CAPITAL LLC, 888 SEVENTH AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/13/2016
(Street)
NEW YORK, NY10106
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 09/13/2016 A 18,964 ( 1 ) A $ 0 18,964 D
Common Stock 7,461,923 I See footnote ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bilenker Joshua H.
C/O AISLING CAPITAL LLC
888 SEVENTH AVENUE, 12TH FLOOR
NEW YORK, NY10106
X X
Signatures
/s/ Wesley Mintu, as Attorney-in-Fact for Joshua H. Bilenker 09/15/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting. 100% of the RSUs shall be fully vested as of the date of grant, however, delivery of the shares will be deferred until 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 )Shares are held by Aisling Capital II, LP ("Aisling"). Aisling Capital Partners, LP ("Aisling GP"), is the general partner of Aisling. Aisling Capital Partners LLC ("Aisling Parters"), is the general partner of Aisling GP. The individual managing members ("Aisling Managers") of Aisling Partners are Dennis Purcell, Andrew Schiff, M.D. and Steve Elms. Dr. Bilenker, a member of the board of directors of ViewRay, Inc., is an Operating Partner of Aisling Capital, LLC, an affiliate of Aisling, however voting and dispositive decisions with respect to shares held by Aisling are not made by Dr. Bilenker. Dr. Bilenker disclaims beneficial ownership of the shares held by Aisling, except to the extent of any pecuniary interest therein, if any.

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