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Schedule 13D/A

Filed by: ORBIMED ADVISORS LLC
Total Shares: 9,866,102
Subject Company: ViewRay Inc - View Complete Ownership History Backtest
Filed as of Date: 10/27/2017
Event Date: 10/25/2017
Overall % Ownership: 14.54

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
OrbiMed Advisors LLC 0 9,866,102 0 9,866,102 9,866,102 14.54%
OrbiMed Capital GP III LLC 0 9,773,034 0 9,773,034 9,773,034 14.4%
Samuel D Isaly 0 9,866,102 0 9,866,102 9,866,102 14.54%

Raw Filing Contents

0000947871-17-000850.txt : 20171027

0000947871-17-000850.hdr.sgml : 20171027
20171027120249
ACCESSION NUMBER:		0000947871-17-000850
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20171027
DATE AS OF CHANGE:		20171027
GROUP MEMBERS:		ORBIMED CAPITAL GP III LLC
GROUP MEMBERS:		SAMUEL D. ISALY

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ViewRay, Inc.
		CENTRAL INDEX KEY:			0001597313
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
		IRS NUMBER:				421777485
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-89606
		FILM NUMBER:		171158552

	BUSINESS ADDRESS:	
		STREET 1:		2 THERMO FISHER WAY
		CITY:			OAKWOOD VILLAGE
		STATE:			OH
		ZIP:			44146
		BUSINESS PHONE:		440-703-3210

	MAIL ADDRESS:	
		STREET 1:		2 THERMO FISHER WAY
		CITY:			OAKWOOD VILLAGE
		STATE:			OH
		ZIP:			44146

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Mirax Corp
		DATE OF NAME CHANGE:	20140116

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ORBIMED ADVISORS LLC
		CENTRAL INDEX KEY:			0001055951
		IRS NUMBER:				133976876
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		601 LEXINGTON AVENUE
		STREET 2:		54TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		(212) 739-6400

	MAIL ADDRESS:	
		STREET 1:		601 LEXINGTON AVENUE
		STREET 2:		54TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022

SC 13D/A 1 ss65060_sc13da.htm AMENDMENT NO. 4

OrbiMed Advisors LLCOrbiMed Capital GP III LLCSamuel D. Isaly

601 Lexington Avenue, 54th FloorNew York, NY 10022Telephone: (212) 739-6400

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 92672L107
1 NAME OF REPORTING PERSON

OrbiMed Advisors LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
9,866,102(1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
9,866,102(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,866,102(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.54% (2)
14 TYPE OF REPORTING PERSON (See Instructions)

IA
CUSIP No. 92672L107
1 NAME OF REPORTING PERSON

OrbiMed Capital GP III LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
9,773,034 (1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
9,773,034 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,773,034 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% (2)
14 TYPE OF REPORTING PERSON (See Instructions)

OO
CUSIP No. 92672L107
1 NAME OF REPORTING PERSON

Samuel D. Isaly
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
9,866,102 (1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
9,866,102 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,866,102 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.54% (2)
14 TYPE OF REPORTING PERSON (See Instructions)

IN

This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly originally filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2016 (the “Statement”) and amended by Amendment No. 1 filed on January 20, 2017, Amendment No. 2 filed on March 17, 2017, and Amendment No. 3 filed on August 9, 2017. The Statement relates to the common stock, par value $0.01 per share (the “Shares”), of ViewRay, Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal executive offices located at 2 Thermo Fisher Way, Oakwood Village, OH 44146. The Shares are listed on the NASDAQ Global Market under the ticker symbol “VRAY.” Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

On October 25, 2017, the Issuer closed a direct registered offering announced on October 23, 2017. The Issuer issued in the offering a total of 8,382,643 Shares at a purchase price of $5.95 per share (except that the purchase price paid by one purchaser was $6.44 per Share) with gross proceeds of $49,099,656 (the “Share Issuance”). None of the Reporting Persons participated in the offering. As a result of the Share Issuance, the percentage of outstanding Shares that the Reporting Persons may be deemed to beneficially own was reduced by more than one percent of the Issuer’s Shares outstanding since the filing of Amendment No. 3 to the Statement.

(a) This Amendment No. 4 to the Statement is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP III LLC (“GP III”), a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).

(b) – (c) Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole general partner of OrbiMed Associates III, LP (“Associates III”) and the sole managing member of GP III, which is the sole general partner of OrbiMed Private Investments III, LP (“OPI III”). OPI III and Associates III hold Shares as described herein. Advisors, GP III, and Isaly have their principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

(d) – (e) During the last five years, neither the Reporting Persons nor any Person named in Schedule I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Shares and Warrants initially have been acquired by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of OPI III or Associates III.

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

Except as set forth in this Amendment No. 4, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

(a) — (b) As of the date of this filing, Advisors, GP III and Isaly may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares. Based upon information contained in the Issuer’s Prospectus Supplement, dated October 23, 2017, filed with the SEC on October 25, 2017, such Shares deemed to be indirectly beneficially owned by GP III constitutes approximately 14.4% of the issued and outstanding Shares, and such Shares deemed to be indirectly beneficially owned by Advisors and Isaly constitutes approximately 14.54% of the issued and outstanding Shares. Advisors, pursuant to its authority as the sole managing member of GP III, which is the sole general partner of OPI III, and as the sole general partner of Associates III, may be deemed to indirectly beneficially own the Shares held by OPI III and Associates IIII.

GP III, pursuant to its authority as the general partner of OPI III, may be deemed to indirectly beneficially own the Shares held by OPI III. Isaly, pursuant to his authority as the managing member of Advisors and owner of a controlling interest in Advisors, pursuant to its limited liability company agreement, may be deemed to also indirectly beneficially own the Shares attributable to Advisors. As a result, Isaly, Advisors and GP III share the power to direct the vote and the disposition of the Shares held by OPI III described in Item 6 below, and Isaly and Advisors share the power to direct the vote and the disposition of the Shares held by Associates III.

In addition, Advisors and GP III, pursuant to their authority under the limited partnership agreements of OPI III and/or Associates III, prior to the date of this filing, caused OPI III and Associates III, as applicable, to enter into the agreements referred to in Item 6 below.

In addition to the relationships between the Reporting Persons described in Items 2, 3 and 5 above, GP III is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III. Advisors is the sole managing member of GP III, pursuant to the terms of the limited liability company agreement of GP III, and the sole general partner of Associates III, pursuant to the terms of the limited partnership agreement of Associates III. Pursuant to these agreements and relationships, Advisors and GP III have discretionary investment management authority with respect to the assets of OPI III, and Advisors has discretionary investment management authority with respect to the assets of Associates III. Such authority includes the power of GP III and Advisors to vote and otherwise dispose of securities purchased by OPI III, and the power of Advisors to vote and otherwise dispose of securities purchased by Associates III. The number of outstanding Shares held of record by OPI III is 9,369,342, and the number of outstanding Shares held of record by Associates III is 89,225. Advisors may be considered to hold indirectly 9,458,567 Shares, and GP III may be considered to hold indirectly 9,369,342 Shares.

David Bonita (“Bonita”), an employee of Advisors, has been a member of the Board of Directors of the Issuer since January 2008, and, accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer. From time to time, Bonita may receive stock options or other awards of equity‑based compensation pursuant to the Issuer’s compensation arrangements for non‑employee directors. Bonita is obligated to transfer any Shares issued under any such stock options or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such Shares or economic benefits are provided to OPI III and Associates III.

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Capital GP III LLC
By: OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
Name: Samuel D. Isaly
Title: Managing Member
Samuel D. Isaly
/s/ Samuel D. Isaly
Name: Samuel D. Isaly

The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons are United States citizens and have as their business address 601 Lexington Avenue, 54th Floor, New York, NY 10022.

Name Position with Reporting Person Principal Occupation
Samuel D. Isaly Managing Member Managing Member OrbiMed Advisors LLC
Carl L. Gordon Member Member OrbiMed Advisors LLC
Sven H. Borho German and Swedish Citizen Member Member OrbiMed Advisors LLC
Jonathan T. Silverstein Member Member OrbiMed Advisors LLC
W. Carter Neild Member Member OrbiMed Advisors LLC
Geoffrey C. Hsu Member Member OrbiMed Advisors LLC
Evan D. Sotiriou Chief Financial Officer Chief Financial Officer OrbiMed Advisors LLC

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