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CUSIP No. 92672L107
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SCHEDULE 13D
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Page 5 of 7 Pages
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.01 per share (the Shares), of ViewRay, Inc., a company organized under the
laws of the State of Delaware (the Company). The principal executive offices of the Company are located at 2 Thermo Fisher Way, Oakwood Village, Ohio 44146.
The Reporting Persons (as defined below) beneficially own an aggregate of 12,374,684 Shares (the Subject Shares). The Subject Shares
represent approximately 8.4% of the issued and outstanding Shares based on 147,188,305 Shares outstanding after the Companys public offering on December 3, 2019, as reported in the Companys Current Report on Form 8-K filed on December 6, 2019.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by Hudson Executive Capital LP, a Delaware limited partnership (Hudson Executive), HEC Management GP LLC,
a Delaware limited liability company (Management GP), and Douglas L. Braunstein (together with Hudson Executive and Management GP, the Reporting Persons).
(b) The principal business address of the Reporting Persons is c/o Hudson Executive Capital LP, 570 Lexington Avenue, 35th Floor, New York, NY 10022.
(c) Hudson Executives principal business is to serve as investment advisor to certain affiliated investment funds (the HEC Funds).
Management GPs principal business is to serve as the general partner of Hudson Executive. The principal occupation of Mr. Braunstein is to serve as the Managing Partner of Hudson Executive and the Managing Member of Management GP.
(d) None of the Reporting Persons, nor any of their officers or managing directors, have during the last five years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, nor any of their officers or managing directors, have during
the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws.
(f) Hudson Executive is a Delaware limited partnership.
Management GP is a Delaware limited liability company. Mr. Braunstein is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Items 1 and 5.
The aggregate purchase price for the Subject Shares is $39,008,488.03 (inclusive of brokerage commissions and other costs of execution).
The source of
funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares was derived from the respective capital of the HEC Funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting
Persons acquired the Subject Shares in the belief that the Shares are undervalued and are an attractive investment.
Certain of the Reporting Persons have
had and may continue to have discussions with the Companys management and board of directors (the Board) to discuss the Companys business, strategies and corporate governance. The Reporting Persons have found their
conversations to date with management and the Board to be constructive. The Reporting Persons may seek to have additional conversations with the management, the Board, and stockholders of the Company, and other persons