Phillip M. Spencer - Jan 3, 2023 Form 4 Insider Report for ViewRay, Inc. (VRAYQ)

Role: Director
Signature: /s/ Sanket Shah, Attorney-in-fact
Stock symbol: VRAYQ
Transactions as of: Jan 3, 2023
Transactions value $: $55,999
Form type: 4
Date filed: 1/4/2023, 03:46 PM
Previous filing: Jun 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRAYQ	Common Stock	Award	$56K	+12.7K	+8.94%	$4.40^*	155K	Jan 3, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported securities are DSUs that entitle the Reporting Person to receive one share of Common Stock per DSU upon the earliest of (i) the Reporting Person's termination of service from the Issuer's board of directors, (ii) a Change of Control of the Issuer as defined in the Issuer's Amended & Restated 2015 Equity Incentive Award Plan or (iii) January 3, 2033 (the tenth anniversary of the grant date). 1/12th of these DSUs shall vest on the last day of each calendar month beginning on January 31, 2023 such that 100% of the DSUs will be vested on December 31, 2023, subject to the Reporting Person remaining a service provider through each such vesting date.
F2	These DSUs were issued to the reporting person pursuant to ViewRay Inc.'s Non-Employee Director Compensation Policy in lieu of retainer and committee service fees of $56,000.

Content

The reported securities are DSUs that entitle the Reporting Person to receive one share of Common Stock per DSU upon the earliest of (i) the Reporting Person's termination of service from the Issuer's board of directors, (ii) a Change of Control of the Issuer as defined in the Issuer's Amended & Restated 2015 Equity Incentive Award Plan or (iii) January 3, 2033 (the tenth anniversary of the grant date). 1/12th of these DSUs shall vest on the last day of each calendar month beginning on January 31, 2023 such that 100% of the DSUs will be vested on December 31, 2023, subject to the Reporting Person remaining a service provider through each such vesting date.

These DSUs were issued to the reporting person pursuant to ViewRay Inc.'s Non-Employee Director Compensation Policy in lieu of retainer and committee service fees of $56,000.