UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

VIEWRAY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

VIEWRAY, INC.

2 Thermo Fisher Way

Oakwood Village, OH 44146

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 19, 201725, 2018

To the Stockholders of ViewRay, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of ViewRay, Inc., a Delaware corporation (referred to herein as the “Company”, “we” or “our”), will be held on June 19, 2017,25, 2018, at 8:30 a.m. local time, at the Company’s offices located at 815 E. Middlefield Road, Mountain View CA 94043 for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement. Only stockholders who owned our common stock at the close of business on April 26, 20172018 (the “Record Date”) can vote at this meeting or any adjournments that take place.

We have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, stockholders will not receive paper copies of our proxy materials unless they specifically request them. We will send a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about May 1, 20172018 to our stockholders of record as of the close of business on the Record Date. We are also providing access to our proxy materials over the Internet beginning on or about April 28, 2017.30, 2018. Electronic delivery of our proxy materials will significantly reduce our printing and mailing costs, and the environmental impact of the proxy materials.

The Notice contains instructions for accessing the proxy materials, including the Proxy Statement and our annual report, and provides information on how stockholders may obtain paper copies free of charge. The Notice also provides the date, time and location of the Annual Meeting; the matters to be acted upon at the meeting and the recommendation from our board of directors with regard to each matter; and information on how to attend the meeting and vote online.

It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. You may vote on the Internet, by telephone or by completing and mailing a proxy card or the form forwarded by your bank, broker or other holder of record. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options.

Our board of directors recommends that you voteFOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement andFOR the ratification of the selection, by the audit committee of our board of directors, of Deloitte & Touche LLP as our independent registered public accounting firm as described in Proposal No. 2 of the Proxy Statement.

Oakwood Village, Ohio

April 28, 201730, 2018

YOUR VOTE IS IMPORTANT.

PLEASE PROMPTLY AUTHORIZE A PROXY TO CAST YOUR VOTES THROUGH THE INTERNET FOLLOWING THE VOTING PROCEDURES DESCRIBED IN THE NOTICE OR, IF YOU HAVE REQUESTED AND RECEIVED PAPER COPIES OF THE PROXY MATERIALS, BY TELEPHONE OR BY SIGNING, DATING AND RETURNING THE PROXY CARD SENT TO YOU.

TABLE OF CONTENTS

VIEWRAY, INC.

2 Thermo Fisher Way

Oakwood Village, OH 44146

PROXY STATEMENT

FOR THE 20172018 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 19, 201725, 2018

The board of directors of ViewRay, Inc. is soliciting your proxy to vote at our 20162018 Annual Meeting of Stockholders to be held on June 19, 2017,25, 2018, at 8:30 a.m. local time, at the Company’s offices located at 815 E. Middlefield Road, Mountain View CA 94043, and any adjournment or postponement of that meeting (the “Annual Meeting”). This Proxy Statement is dated as of April 28, 2017.30, 2018. As used in this Proxy Statement henceforward, unless otherwise stated or the context clearly indicates otherwise, the terms the “Company,” the “Registrant,” “ViewRay,” “we,” “us” and “our” refer to ViewRay, Inc., a Delaware corporation or, prior to July 23, 2015, ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated), a Delaware corporation.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone,e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonableout-of-pocket expenses incurred in connection with the distribution of proxy materials.

We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders of record as of April 26, 20172018 (the “Record Date”), while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Materials, or to request a printed set of the proxy materials. Instructions on how to request a printed copy by mail ore-mail may be found in the Notice of Internet Availability of Materials and on the website referred to in the Notice of Internet Availability of Materials, including an option to request paper copies on an ongoing basis. We are making this Proxy Statement available on the Internet on or about April 28, 201730, 2018 and are mailing the Notice of Internet Availability of Materials to all stockholders entitled to vote at the Annual Meeting on or about May 1, 2017.2018. We intend to mail ore-mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested copies of such materials by mail ore-mail, within three business days of request.

The only voting securities of ViewRay are shares of common stock, $0.01 par value per share (the “common stock”), of which there were 56,455,57275,084,219 shares outstanding as of the Record Date. We need the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in person or represented by proxy, to hold the Annual Meeting.

The Company’s Annual Report on Form10-K, which contains financial statements for fiscal year 20162017 (the “Annual Report”), accompanies this Proxy Statement if you have requested and received a copy of the proxy materials in the mail. Stockholders that receive the Notice of Internet Availability of Materials can access this Proxy Statement and the Annual Report at the website referred to in the Notice of Internet Availability of Materials. The Annual Report and this Proxy Statement are also available on the “SEC Filings” section of our investor relations website at http://investors.viewray.com and at the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov. Please note that the information on our website is not part of this Proxy Statement. You also may obtain a copy of ViewRay’s Annual Report, without charge, by writing to our Investor Relations department at the above address.

THE PROXY PROCESS AND STOCKHOLDER VOTING

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 56,455,57275,084,219 shares of common stock issued and outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC (“AST”), then you are a stockholder of record. As a stockholder of record, you maymay: vote in person at the Annual Meeting orMeeting; vote by proxy on the Internet or by telephonetelephone; or vote by returning a proxy card, if you request and receive one. Whether or not you plan to attend the Annual Meeting, to ensure your vote is counted, we urge you to vote by proxy on the Internet as instructed in the Notice of Internet Availability of Materials, by telephone as instructed on the website referred to on the Notice of Internet Availability of Materials, or (if you request and receive a proxy card by mail ore-mail) by signing, dating and returning the proxy card sent to you or by following the instructions on such proxy card to vote on the Internet or by telephone.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting, unless you request and obtain a legal proxy from your broker or other agent who is the record holder of the shares, authorizing you to vote at the Annual Meeting.

What am I being asked to vote on?

You are being asked to vote on two proposals:

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How does the board of directors recommend I vote on the Proposals?

The board of directors recommends that you vote:

How do I vote?

Please note that by casting your vote by proxy you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.

The procedures for voting, depending on whether you are a stockholder of record or a beneficial owner, are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in any of the following manners:

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy by mail, Internet or telephone to ensure your vote is counted. The Internet and telephone voting facilities for eligible stockholders of record will close at 11:59 p.m. Eastern Time on June 18, 2017.24, 2018. Even if you have submitted your vote before the Annual Meeting, you may still attend the Annual Meeting and vote in person. In such case, your previously submitted proxy will be disregarded.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization, rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted or follow suchthe instructions to submit your vote by the Internet or telephone, if thethose instructions provide for Internet and telephone voting. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Who counts the votes?

American Stock Transfer & Trust Company, LLC (“AST”) has been engaged as our independent agent to tabulate stockholder votes, or the Inspector of Election. If you are a stockholder of record, and you choose to vote

over the Internet prior to the Annual Meeting or by telephone, AST will access and tabulate your vote electronically, and if you have requested and received proxy materials via mail ore-mail and choose to sign and

mail your proxy card, your executed proxy card is returned directly to AST for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in “street name”) returns one proxy card to AST on behalf of all its clients.

How are votes counted?

Votes will be counted by the Inspector of Election appointed for the Annual Meeting. For Proposal 1, the Inspector of Election will separately count “For” and “Withheld” votes and brokernon-votes for each nominee. For Proposal 2, the Inspector of Election will separately count “For” and “Against” votes, abstentions and brokernon-votes. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to follow the instructions provided by your broker to instruct your broker how to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to“non-routine” items. See below for more information regarding: “What are “brokernon-votes”?” and “Which ballot measures are considered “routine” and“non-routine”?”

What are “brokernon-votes”?

Brokernon-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed“non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to“non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as brokernon-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

Which ballot measures are considered “routine” or“non-routine”?

The ratification of the selection, by the audit committee of our board of directors, of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 20172018 (Proposal 2) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no brokernon-votes are expected to exist in connection with Proposal 2. The election of directors (Proposal 1) is considerednon-routine under applicable rules. A broker or other nominee cannot vote without instructions onnon-routine matters, and therefore there may be brokernon-votes on Proposal 1.

How many votes are needed to approve the proposal?

With respect to Proposal 1, the election of directors, the three nominees receiving the highest number of “For” votes will be elected. Only votes “For” or “Withheld” will affect the outcome of this proposal. Brokernon-votes will have no effect on the outcome of this proposal.

With respect to Proposal 2, the affirmative vote of the majority of votes cast (excluding abstentions and brokernon-votes) is required for approval.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

What if I return a Proxy Card, but do not make specific choices?

If we receive a signed and dated Proxy Card and thethat Proxy Card does not specify how your shares are to be voted, your shares will be voted “For” the election of each of the three nominees for director, and “For” the ratification of the selection, by the audit committee of our board of directors, of Deloitte & Touche LLP as our independent registered public accounting firm. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to those proxy materials received by mail or on the Internet, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice of Internet Availability of Materials or more than one set of printed materials?

If you receive more than one Notice of Internet Availability of Materials or more than one set of printed materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must follow the instructions for voting on each Notice of Internet Availability of Materials or proxy card you receive via mail ore-mail upon your request, which include voting over the Internet, telephone or by signing and returning any of the proxy cards you request and receive.

Can I change my vote after submitting my proxy vote?

Yes. You can revoke your proxy vote at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy vote in any one of three ways:

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

How will voting on any business not described in this Proxy Statement be conducted?

We are not aware of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement. If any other matter is properly presented at the Annual Meeting, your proxy will vote your shares using his or her best judgment.

When are stockholder proposals due for next year’s Annual Meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 28, 2017,31, 2018, to ViewRay’s Secretary at 2 Thermo Fisher Way, Oakwood Village, Ohio 44146. If you

wish to submit a proposal that is not to be included in our proxy materials for the next year’s annual meeting

pursuant to the SEC’s shareholder proposal procedures or to nominate a director, you must do so between February 19, 201825, 2019 and March 21, 2018;27, 2019; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after June 19, 2018,25, 2019, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in person or represented by proxy at the Annual Meeting. On the Record Date, there were 56,455,57275,084,219 shares of common stock outstanding and entitled to vote. Accordingly, 28,227,78637,542,110 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

If you are a stockholder of record, your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the Annual Meeting. If you are a beneficial owner of shares held in “street name,” your shares will be counted towards the quorum if your broker or nominee submits a proxy for your shares at the Annual Meeting, even suchthese proxy results in a brokernon-vote due to the absence of voting instructions from you. Abstentions and brokernon-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting to another time or place.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report onForm 8-K within four business days of the day the final results are available.

Implications of being an “emerging growth company.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about the company’sCompany’s executive compensation arrangements and nonon-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier ofof: (1) the last day of the fiscal year (a) followingthat follows the fifth anniversary of the completion of our initial public offering in 2014, (b) in which we have total annual gross revenue of at least $1.0$1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held bynon-affiliates exceeds $700 million as of the prior June 30^th, ;and (2) the date on which we have issued more than $1.0 billion innon-convertible debt during, the prior three-year period.

Directions to Annual Meeting

To obtain directions to our Annual Meeting, which is to be held at our office located at 815 E. Middlefield Road, Mountain View CA 94043, please visit http://www.viewray.com/contact.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is divided into three classes. Each class consists, as nearly as possible, ofone-third of the total number of directors, and each class has a three-year term. Unless the board of directors determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.

The board of directors currently consists of teneleven seated directors, divided into the three following classes:

At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification, until the third subsequent annual meeting of stockholders.

Drs. Dempsey, GoldDr. Castelein, Mr. Roberts and WangMr. Huennekens have been nominated for election at the Annual Meeting to serve as Class IIIII directors. Each director to be elected will hold office from the date of his election by the stockholders until the third subsequent annual meeting of stockholders and until suchthat director’s successor is duly elected and has been qualified, or until suchthat director’s earlier death, resignation or removal. Dr. Bilenker willBonita is expected to leave our board of directors upon the expiration of his term upon the election of the Class IIIII directors and Dr. Gold will leave our board of directors, upon his resignation at the Annual Meeting. Effective immediately following the Annual Meeting, our board of directors will consist of nine members.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, suchthose shares will be voted for the election of suchthose substitute nominee as the board of directors may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

The following table sets forth, for the Class IIIII directors and for our other current directors, information with respect to their position/office held with the Company and their ages as of March 31, 2017:2018:

(1)	Member of the Audit Committee.

(2)	Member of the Compensation Committee.

(3)	Member of the Nominating and Corporate Governance Committee.

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the board of directors to conclude that they should serve as directors.

Nominees for Election to a Three-Year Term Expiring at the 20202021 Annual Meeting of Stockholders

James F. Dempsey, Ph.D. has served as our Chief Scientific Officer since founding ViewRay in March 2004. Dr. Dempsey has been a member of the board of directors since January 2008. Dr. Dempsey brings more than 17 years of experience in the field of radiotherapy medical physics to ViewRay. He previously served as a faculty member in the University of Florida Department of Radiation Oncology, as Assistant Professor from July 2001 to July 2007 and Associate Professor from July 2007 to January 2008. Dr. Dempsey holds a B.S. in Radiochemistry from San Jose State University and a Ph.D. in Nuclear Chemistry from Washington University in St. Louis. We believe Dr. Dempsey is qualified to serve on our board of directors based on hisin-depth knowledge of our product, business and industry, as well as his expertise in nuclear chemistry and physics and medical physics.

Mark S. Gold, M.D. has served as a member of our board of directors since our founding in March 2004. Dr. Gold was a Professor, Distinguished Professor and Chairman of Psychiatry at the University of Florida from 1990 until his retirement in 2014. Dr. Gold has worked for over 40 years in basic science and clinical research, translating neuroscientific research into clinical practice. He has been a consultant and senior advisor to banks and private equity and venture capital firms on medical devices, pharmaceuticals and health care services throughout his career. He was a Founding Director of the Somerset Valley Bank and Somerset Valley Financial from 1991 to 1999. Dr. Gold has served on the board of directors of Axogen, Inc. (formerly LecTec Corporation) since September 2011, where he is the chairman of the governance committee and a member of the audit committee. Dr. Gold is also a member of the boards of directors of Magstim Ltd, Wales, UK and RiverMend Health (UK). We believe Dr. Gold is qualified to serve on our board of directors because of his academic expertise and his extensive research experience across medical specialties and institutions.

Theodore T. Wang, Ph.D. has served as a member of our board of directors since January 2017. Dr. Wang currently serves as the Chief Investment Officer of Puissance Capital Management, of which he was a founder, since January 2015. Prior to that, Dr. Wang was a Partner of Goldman, Sachs & Co. (“Goldman”), which he joined in 1996 and with which he served in many leadership positions, mostly recentlyas Co-Head of U.S. Equities Trading andGlobal Co-Head of One Delta Trading and a member of the Goldman Sachs Risk Committee. Prior to joining Goldman,Dr. Wang co-founded Xeotron Corp., a company specializing in DNA biochips in Texas. Dr. Wang holds a Ph.D. in Physics from the University of Minnesota, an M.B.A. from the University of Texas, Austin, and a B.S. from Fudan University, China. We believe Dr. Wang is qualified to serve on our board of directors because of his prior investment and leadership experience in the life science industry.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE ELECTION OF EACH CLASS II NOMINEE NAMED ABOVE

Directors Continuing in Office Until the 2018 Annual Meeting of Stockholders

David Bonita, M.D. has served as a member of our board of directors since January 2008. Dr. Bonita has served as a Private Equity Partner at OrbiMed Advisors LLC, or OrbiMed, since June 2013. Dr. Bonita joined OrbiMed in June 2004 as a Private Equity Senior Associate, and was promoted to Private Equity Principal in

December 2007. Prior to OrbiMed, he was a corporate finance analyst in the healthcare investment banking group of Morgan Stanley & Co. from February 1998 to July 1999, and a corporate finance analyst in the healthcare investment banking group of UBS AG from August 1997 to February 1998. Dr. Bonita has also served on the board of directors of Loxo Oncology, Inc. since October 2013, as well as on the boards of directors of several private companies. Dr. Bonita holds an A.B. in Biological Sciences from Harvard College and an M.D. and M.B.A. from Columbia University in the City of New York. We believe Dr. Bonita is qualified to serve on our board of directors due to his extensive investment experience in the healthcare industry.

Caley Castelein, M.D. has served as a member of our board of directors since January 2008. Dr. Castelein has served as a Managing Director of Kearny Venture Partners, L.P. since September 2006. Prior to that, Dr. Castelein served as a Managing Director at Thomas Weisel Partners, which was acquired by Stifel, Nicolaus & Company, Incorporated in July 2010, from March 2003 to September 2006. Dr. Castelein hascurrently serves on the board of Aerpio Therapeutics, Inc. and several private companies. Dr. Castelein also previously served on the boards of directors of Neos Therapeutics, Inc. and several other private companies. Dr. Castelein holds an A.B. in Biological Sciences from Harvard College and an M.D. from the University of California, San Francisco. We believe Dr. Castelein is qualified to serve on our board of directors based on his extensive investment experience in the healthcare industry.

Brian K. Roberts has served as a member of our board of directors since December 2015. Mr. Roberts also served as the Chief Financial Officer at Avedro, Inc., a privately held pharmaceutical and medical device company, since January 2015, and currently serves as the Chief Operating and Financial Officer since December 2015. Prior to Avedro, Mr. Roberts was the Chief Financial Officer at Insulet Corporation, also a medical device company, since March 2009. Mr. Roberts also previously served as the Chief Financial Officer at Jingle Networks from August 2007 to January 2009 and as Chief Financial Officer of Digitas from June 2001 to July 2007. Mr. Roberts has also held finance positions at Idiom Technologies, Inc., the Monitor Group and has served as an auditor with Ernst & Young LLP. Mr Roberts currently serves on the board of directors of Valeritas Holdings Inc. He holds a B.S. in Accounting and Finance from Boston College. We believe Mr. Roberts is

qualified to serve on the Board because of his over 20 years of financial, operational and strategic experience in private and public companies.

Scott Huennekenshas served as a member of our board of directors since February 2018. Mr. Huennekens currently serves as chairman, president and chief executive officer of Verb Surgical Inc., which he joined in August 2015. Previously, Mr. Huennekens served as a board member, president and chief executive officer of Volcano Corporation fromits start-up in 2002, through its IPO in 2006, and to its eventual sale to Royal Philips in 2015. Prior to his work at the Volcano Corporation, Mr. Huennekens served as president and chief executive officer of Digirad Corporation, a diagnostic imaging solutions provider. Mr. Huennekens currently serves on the board of directors of Reva Medical Inc., and previously served on the board of directors of Endochoice Holdings, Inc. Mr. Huennekens is also a board member and past chairman of the Medical Device Manufacturer’s Association. He earned a Bachelor of Science in Business Administration from the University of Southern California and earned his Masters of Business Administration from the Harvard Business School.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE ELECTION OF EACH CLASS III NOMINEE NAMED ABOVE

Directors Continuing in Office Until the 2019 Annual Meeting of Stockholders

Chris A. Raanes has served as our President and Chief Executive Officer and as a member of the board of directors since February 2013. Mr. Raanes bringshas over 1518 years of experience in the private and public medical device field. As our President and Chief Executive Officer, Mr. Raanes has supported our growth and strategic initiatives, including our worldwide commercial expansion of MRIdian. Previously, Mr. Raanes was Executive Vice President from July 2011 to November 2012 and Chief Operating Officer and Senior Vice President from September 2002 to July 2011 at Accuray Incorporated, a medical device company. He also served as Vice President and General Manager, Digital Imaging at PerkinElmer Inc., a healthcare company, from December 1999 to March 2002. Mr. Raanes holds a B.S. and an M.S. in Electrical Engineering from the Massachusetts Institute of Technology. We believe Mr. Raanes is qualified to serve on our board of directors because of his extensive management experience and his expertise in radiation therapy device commercialization and operations.

Aditya Puri has served as a member of our board of directors since February 2015. Mr. Puri has served as an Investments Director at Xeraya Capital, which is responsible for life sciences investments for Khazanah Nasional Berhad, since October 2012. Previously, he was a Director in Khazanah Nasional’s Life Sciences unit since November 2011, which was responsible for Khazanah’s life sciences investments. Prior to that, Mr. Puri consulted part time in the greater Boston area for various healthcare and cleantech startups affiliated with Harvard University and Massachusetts Institute of Technology, or MIT, from 2009 to 2011. Mr. Puri also served as Managing Director of global development at Salary.com from July 2007 to April 2008. Mr. Puri was at the Yankee Group, a global technology research and consulting company, from September 2000 to March 2007, finishing his tenure as a Vice-President and member of the leadership team. Between March 1997 and April 2000, he was at Boston Scientific, a Fortune 500 medical device manufacturer. Mr. Puri previously served on the board of directors of ConforMIS, Inc., and currently serves on several boards

of directors of private companies in the investment and healthcare fields. Mr. Puri has a B.S. from the University of Southern Maine and received an M.B.A. from the MIT Sloan School of Management. We believe Mr. Puri is qualified to serve on our board of directors because of his extensive experience in life sciences investment and growth.

Henry A. McKinnell, Jr., Ph.D. has served as a member of our board of directors since April 2016. Dr. McKinnell currently serves as Chairman of the Board of Moody’s Corporation since April 2012, for which he has been a director since October 1997, and Chairman of the Board of the Accordia Global Health Foundation, for which he has been a director since September 2003. Dr. McKinnell served as the Chief Executive Officer of Optimer Pharmaceuticals, Inc. from February 2013 until October 2013, as Chairman of the Board from April

2012 until October 2013 and as a director from January 2011 until October 2013. Dr. McKinnell also served on the Board of Emmaus Life Sciences, Inc. from May 2010 and served as Chairman from May 2011 until leaving the Board in September 2015. He also served as a director of Angiotech Pharmaceuticals, Inc. from May 2008 until 2011. From 1971 until his retirement in 2006, Dr. McKinnell was associated with Pfizer Inc., including serving as Pfizer’s Chief Executive Officer from January 2001 to July 2006 and Chairman of its Board from May 2001 until December 2006. Dr. McKinnell holds a Bachelor’s Degree in business from the University of British Columbia, and M.B.A. and Ph.D. degrees from the Stanford University Graduate School of Business. We believe Dr. McKinnell is qualified to serve on our board of directors because of his extensive experience in life sciences, healthcare, public and private corporations and other business organizations.

Directors Continuing in Office Until the 2020 Annual Meeting of Stockholders

James F. Dempsey, Ph.D. has served as our Chief Scientific Officer since founding ViewRay in March 2004. Dr. Dempsey has been a member of the board of directors since January 2008. Dr. Dempsey has more than 17 years of experience in the field of radiotherapy medical physics. He previously served as a faculty member in the University of Florida Department of Radiation Oncology, as Assistant Professor from July 2001 to July 2007 and Associate Professor from July 2007 to January 2008. Dr. Dempsey holds a B.S. in Radiochemistry from San Jose State University and a Ph.D. in Nuclear Chemistry from Washington University in St. Louis. We believe Dr. Dempsey is qualified to serve on our board of directors based on hisin-depth knowledge of our product, business and industry, as well as his expertise in nuclear chemistry and physics and medical physics.

Theodore T. Wang, Ph.D. has served as a member of our board of directors since January 2017. Dr. Wang currently serves as the Chief Investment Officer of Puissance Capital Management, of which he was a founder, since January 2015. Prior to that, Dr. Wang was a Partner of Goldman, Sachs & Co. (“Goldman”), which he joined in 1996 and with which he served in many leadership positions, mostly recentlyas Co-Head of U.S. Equities Trading andGlobal Co-Head of One Delta Trading and a member of the Goldman Sachs Risk Committee. Prior to joining Goldman,Dr. Wang co-founded Xeotron Corp., a company specializing in DNA biochips in Texas. Dr. Wang currently serves on the boards of directors of Ekso Bionics Holdings, Inc. and Bellerophon Therapeutics, Inc. Dr. Wang holds a Ph.D. in Physics from the University of Minnesota, an M.B.A. from the University of Texas, Austin, and a B.S. from Fudan University, China. We believe Dr. Wang is qualified to serve on our board of directors because of his prior investment and leadership experience in the life science industry.

Daniel Moorehas served as a member of our board of directors since February 2018. Mr. Moore has served as Chairman of LivaNova, PLC’s board of directors since 2015. Previously, Mr. Moore served as a member of the board and chief executive officer of Cyberonics, Inc. from 2007. Mr. Moore joined Cyberonics, Inc. from Boston Scientific Corporation, where he held positions in sales, marketing and senior management in the U.S. and in Europe. His last position at Boston Scientific Corporation was president, International Distributor Management. Prior to that role, he held the position of president, Inter-Continental, a business unit of Boston Scientific Corporation. Mr. Moore also serves on the board of directors of GI Dynamics Inc., and had served on the board of directors of TriVascular Technologies, Inc. Mr. Moore earned a Bachelor of Arts from Harvard University, and a Masters of Business Administration with High Honors from Boston University.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

The audit committee of our board of directors has engaged Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017,2018 and is seeking ratification of suchthis selection by our stockholders at the Annual Meeting. Deloitte & Touche LLP has audited our financial statements since the year ended December 31, 2010. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. However, the audit committee is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain Deloitte & Touche LLP. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

Audit andNon-Audit Services

The following table provides information regarding the fees incurred to Deloitte & Touche LLP during the years ended December 31, 20162017 and 2015.2016. All fees described below were approved by the audit committee.

Audit CommitteePre-Approval Policies and Procedures

Before an independent registered public accounting firm is engaged by the Company to render audit ornon-audit services, our audit committee must review the terms of the proposed engagement andpre-approve the engagement. The audit committee may delegate authority to one or more of the members of the audit committee

to provide suchthesepre-approvals for audit ornon-audit services, provided that suchthe person or persons to whom

authority is delegated must report suchthepre-approvals to the full audit committee at its next scheduled meeting. Audit committeepre-approval ofnon-audit services (other than review and attest services) are not required if suchthose services fall within available exceptions established by the SEC.

The audit committeepre-approved all audit, audit-related, tax and other services provided by Deloitte & Touche LLP for 20162017 and 20152016 and the estimated costs of those services. Actual amounts billed, to the extent in excess of the estimated amounts, were periodically reviewed and approved by the audit committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THIS PROPOSAL NO. 2.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of ViewRay, Inc. (“ViewRay”) under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The primary purpose of the audit committee is to oversee our financial reporting processes on behalf of ourViewRay’s board of directors. The audit committee’s functions are more fully described in its charter, which is available onin the “Corporate Governance” section of ourViewRay’s investor relations website at http://investors.viewray.com.investors.viewray.com/corporate-governance/highlights. Management has the primary responsibility for ourViewRay’s financial statements and reporting processes, including ourits systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management ViewRay’s audited financial statements as of and for the year ended December 31, 2016.2017.

The audit committee has discussed with Deloitte & Touche LLP, the Company’sViewRay’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 1301,Communications with Audit Committees,as adopted by the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the audit committee discussed with Deloitte & Touche LLPLLP’s independence with their independence,representative and has received from Deloitte & Touche LLP the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB.PCAOB from Deloitte & Touche LLP. Finally, the audit committee discussed with Deloitte & Touche LLP, with and without management present, the scope and results of Deloitte & Touche LLP’s audit of suchViewRay’s financial statements.

Based on these reviews and discussions, the audit committee has recommended to ourViewRay’s board of directors that suchits audited financial statements be included in our Annual Report onForm 10-K for the year ended December 31, 20162017 for filing with the SEC. The audit committee also has engaged Deloitte & Touche LLP as ourViewRay’s independent registered public accounting firm for the fiscal year ending December 31, 20172018 and is seeking ratification of suchthis selection by the stockholders.

Audit Committee

Brian K. Roberts, Chairman

David Bonita, M.D.

Aditya Puri

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available onin the “Corporate Governance” section of our investor relations website at http://investors.viewray.com.investors.viewray.com/corporate-governance/highlights. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website. The reference to our web address does not constitute incorporation by reference of the information contained at or available through our website.

Corporate Governance Guidelines

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our board of directors adopted these Corporate Governance Guidelines to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices our board of directors followsfollow with respect to board and committee composition and selection, board meetings, Chief Executive Officer performance evaluation and management development and succession planning for senior management, including the Chief Executive Officer position. A copy of our Corporate Governance Guidelines is available on the “Corporate Governance” section of our investor relations website at http://investors.viewray.com.investors.viewray.com/corporate-governance/highlights.

Director Independence

As required under NASDAQNasdaq rules and regulations, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The board of directors consults with the Company’s counsel to ensure that the board of directors’ determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent NASDAQNasdaq listing standards, as in effect from time to time.

Consistent with these considerations, our board of directors has determined that all of our directors, other than Mr. Raanes and Dr.Mr. Dempsey, qualify as “independent” directors in accordance with the NASDAQNasdaq listing requirements. Mr. Raanes and Dr.Mr. Dempsey are not considered independent because they are both are employees of ViewRay. Robert Weisskoff, Ph.D.is no longer a member of our board of directors; however, he served on our board of directors during the 2015 fiscal year and until his resignation in March 2016. Our board of directors has also determined that Dr. Weisskoff qualified as an “independent” director in accordance with the NASDAQ listing requirements. The NASDAQNasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by NASDAQNasdaq rules, our board of directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors considered information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

As required under NASDAQNasdaq rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All of the committees of our board of directors are comprised entirely of directors determined by the board of directors to be independent within the meaning of NASDAQNasdaq and SEC rules and regulations applicable to the members of suchthese committees.

Leadership Structure of the Board of Directors

Our amended and restated bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman of the board and Chief Executive Officer and/or the

implementation of a lead director in accordance with its determination that utilizing either structure would be in the best interests of our company.Company.

Our board of directors has concluded that our current leadership structure, in which we do not have a Chairman or lead director, is appropriate at this time. However, ourappointed Daniel Moore to serve as the Chairman. Our board of directors will continue to periodically review our leadership structure and may make suchany changes in the future as it deems appropriate.

Role of Board of Directors in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy andday-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, and our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related party transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:

The current members of our audit committee are Messrs. Roberts and Puri and Dr. Bonita. Mr. Roberts serves as the chairman of the committee. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ.Nasdaq. Our board of directors has determined that Mr. Roberts is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable NASDAQNasdaq rules and regulations. Under the rules of the SEC and NASDAQ,Nasdaq, members of the audit committee must also meet heightened independence standards. Our board of directors has determined that each of the members of the audit committee meet these heightened independence standards. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ.Nasdaq. A copy of the audit committee charter is available to security holders on the “Corporate Governance” section of our investor relations website at http://investors.viewray.com.investors.viewray.com/corporate-governance/highlights.

Compensation Committee

Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The compensation committee reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and sets the compensation of these officers, other than the Chief Executive Officer, based on suchtheir evaluations. The board of directors retains the authority to determine and approve, upon the recommendation of the compensation committee, the compensation of the Chief Executive Officer, unless suchthat authority has been delegated to the compensation committee. The compensation committee also approves grants of stock options, restricted stock units and other awards under our stock plans. The compensation committee will review and evaluate, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter. The current members of our compensation committee are Drs.Dr. Castelein and Bilenker and Mr. Puri. Dr. Castelein serves as the chairman of the committee. Each of the members of our compensation committee is an independent, outside andnon-employee director under the applicable rules and regulations of the SEC, NASDAQNasdaq and the Internal Revenue Code of 1986, as amended, relating to compensation committee independence. Dr. Bilenker will leave the compensation committee when his term as a member of our board of directors expires at the Annual Meeting, and we intend to replace Dr. Bilenker on the compensation committee with an independent, outside,non-employee director. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ.Nasdaq. A copy of the compensation committee charter is available to security holders on the “Corporate Governance” section of our investor relations website at http://investors.viewray.com.investors.viewray.com/corporate-governance/highlights.

In 2016,2017, the compensation committee retained Compensia, Inc., a national executive compensation consulting firm, to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives on an annual basis and to provide the committee with advice and ongoing recommendations regarding material executive compensation decisions. In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, the consultant addressed each of the six independence factors established by the SEC with the compensation committee. Its responses affirmed the independence of the consultant on executive compensation matters. Based on this assessment, the compensation committee determined that the engagement of the consultant does not raise any conflicts of interest or similar concerns. The compensation committee also evaluated the

independence of other outside advisors to the compensation committee, including outside legal counsel, considering the same independence factors and concluded their work for the compensation committee does not raise any conflicts of interest.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and composition and organization of our board of directors. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our board of directors concerning governance matters. The current members of our nominating and corporate governance committee are Drs. Castelein, Bonita and Gold. Dr. Castelein serves as the chairman of the committee. Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of the SEC and NASDAQNasdaq relating to nominating and corporate governance committee independence. The nominating and corporate governance committee operates under a written charter. A copy of the nominating and corporate governance committee charter is available to security holders on the “Corporate Governance” section of our investor relations website at http://investors.viewray.com.investors.viewray.com/corporate-governance/highlights. There are no family relationships among any of our directors or executive officers.

In recommending candidates for election to the board of directors, the independent members of the nominating and corporate governance committee may consider the following criteria, among others: diversity of personal and professional background, perspective and experience; personal and professional integrity, ethics and values; experience in corporate management, operations or finance, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment; experience relevant to the Company’s industry and with relevant social policy concerns; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; practical and mature business judgment, including ability to make independent analytical inquiries; and promotion of a diversity of business or career experience relevant to the success of the Company. The board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

The nominating and corporate governance committee will consider director candidates recommended by stockholders. For a stockholder to make any recommendation or nomination for election to the board of directors at an annual meeting, the stockholder must provide a notice to the Company, which notice must be delivered to, or mailed and received at, the Company’s principal executive offices not less than 90 days and not more than 120 days prior to theone-year anniversary of the preceding year’s annual meeting; provided, that if the date of the annual meeting is more than 30 days before or more than 60 days after suchthat anniversary date, the stockholder’s notice must be delivered, or mailed and received, not later than 90 days prior to the date of the annual meeting or, if later, the 10^th day following the date on which public disclosure of the date of suchthat annual meeting is made. Further updates and supplements to suchthe stockholder’s notice may be required at the times, and in the forms, required under our bylaws. As set forth in our bylaws, submissions must includeinclude: the name and address of the proposed nominee,nominee; information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Section 14(a) under the Exchange Act of 1934, as amended (the “Exchange Act”),; information regarding the proposed nominee’s indirect and direct interests in shares of the Company’s common stock,stock; and a completed and signed questionnaire, representation and agreement of the proposed nominee. Our bylaws also specify further requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our Chief Financial Officer, at 2 Thermo Fisher Way, Oakwood Village, Ohio 44146.

Dr. Wang wasMr. Huennekens and Mr. Moore were appointed to the board of directors in January 2017 to fill a newly-created vacancy onFebruary 2018. In connection with the new appointments, the board of directors and thereforeincreased the size of the board of directors. Mr. Huennekens is standing for election as a director by stockholders for the first time. Dr. Wang wasMr. Huennekens and Mr. Moore were recommended to our board of directors and itsby our nominating and corporate governance committee by certain of our stockholders.

Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance

During 2016,2017, the board of directors met 2016 times, the compensation committee met two6 times, the audit committee met four4 times and the nominating and corporate governance committee did not meet.met twice. Each board member attended 75% or more of the aggregate of the meetings of the board of directors and of the committees on which he or she served, which occurred while such director was a member of the board of directors and such committees, except that Dr. Bilenker did not attend six meetings of the board of directors and one meeting of the compensation committee.served. We encourage all of our directors and nominees for director to attend our annual meetings of stockholders; however, attendance is not mandatory. Mr. Raanes and Dr. Dempsey attended our 20162017 Annual Meeting.

Stockholder Communications with the Board of Directors

Should stockholders wish to communicate with the board of directors or any specified individual directors, suchthey should send their correspondence should be sent to the attention of our Chief Financial Officer, at 2 Thermo Fisher Way, Oakwood Village, Ohio 44146. The Chief Financial Officer will forward the communication to the members ofrelative directors or the board of directors.as a whole.

Compensation Committee Interlocks and Insider Participation

During 2016,2017, our compensation committee consisted of Drs. Bilenker andDr. Castelein and Mr. Puri. No such member of our compensation committeeNeither Dr. Castelein nor Mr. Puri has at any timeever been one of our officers or employees. None of our executive officers currently serves, ornor in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our board of directors or compensation committee.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

ViewRay, Inc. (f/k/a Mirax Corp.)

Except as described below and except for compensation for employment or services provided in other roles, there has not been, nor is there currently proposed, any transaction to which ViewRay, Inc. is or was a party in which the amount involved exceeds the lesser of $120,000 and 1% of the average of its total assets atyear-end for the last two completed fiscal years, and in which any of our current directors, executive officers, holders of more than 5% of any class of our voting securities or any of their respective affiliates or immediate family members, had, or will have, a direct or indirect material interest.

Merger and Private Placement Transaction

On July 8, 2015, we completed a1.185763-for-1 forward stock split of our common stock in the form of a dividend with the result that 4,343,339 shares of common stock, par value $0.001 per share, outstanding immediately prior to the stock split became 5,150,176 shares of common stock, par value $0.001 per share, outstanding immediately thereafter. On July 15, 2015, we changed our name to ViewRay, Inc. by filing the Certificate of Amendment to our Articles of Incorporation. Additionally, on July 21, 2015, we changed our domicile from the State of Nevada to the State of Delaware by reincorporation, or the Conversion, and as a result of the Conversion, increased our authorized capital stock from 75,000,000 shares of common stock, par value $0.001 per share, to 300,000,000 shares of common stock, par value $0.01 per share and 10,000,000 shares of “blank check” preferred stock, par value $0.01 per share. Upon effectiveness of the Conversion, our corporate matters and affairs ceased to be governed by the Nevada Revised Statutes and became subject to the General Corporation Law of the State of Delaware. All share and per share numbers in this Report relating to our common stock have been adjusted to give effect to this forward stock split and the Conversion, unless otherwise stated.

On July 23, 2015, our wholly-owned subsidiary, Vesuvius Acquisition Corp., a corporation formed in the State of Delaware on July 16, 2015, or the Acquisition Sub, merged with and into ViewRay Technologies, Inc., a corporation incorporated in 2004 in the State of Florida originally under the name of ViewRay Incorporated, subsequently reincorporated in the State of Delaware in 2007. Pursuant to this transaction, or the Merger, ViewRay Technologies, Inc. was the surviving corporation and became our wholly-owned subsidiary. All of the outstanding capital stock of ViewRay Technologies, Inc. was converted into shares of our common stock, as described in more detail below.

Immediately prior to the closing of the Merger, under the terms of asplit-off agreement, or theSplit-Off Agreement, and a general release agreement, the Company transferred all of itspre-Merger operating assets and liabilities to its wholly-owned special-purpose subsidiary, Mirax Enterprise Corp., a Nevada corporation, or theSplit-Off Subsidiary, formed on July 16, 2015. Thereafter, pursuant to theSplit-Off Agreement, the Company transferred all of the outstanding shares of capital stock of theSplit-Off Subsidiary to thepre-Merger majority stockholder of the Company, and the former sole officer and director of the Company, in consideration of and in exchange for (i) the surrender and cancellation of an aggregate of 4,150,171 shares of our common stock and (ii) certain representations, covenants and indemnities, together referred to as theSplit-Off.

On August 17, 2015, we completed the third and final closing of a private placement offering, or the Private Placement, through which we sold an aggregate of 5,884,504 shares of our common stock at a purchase price of $5.00 per share and raised a total of $26.3 million, net of offering costs.

Certain of our existing institutional investors, including investors affiliated with certain of our directors, purchased an aggregate of 3,400,003 of shares of our common stock in the Private Placement, for an aggregate

purchase price of $17,000,015 based on the offering price of $5.00 per share. Such purchases were made on the same terms as the shares that were sold to other investors in the Private Placement and not pursuant to anypre-existing contractual rights or obligations.

2016 Private Placement

On August 19, 2016, we entered into a Securities Purchase Agreement pursuant to which we sold an aggregate of 5,983,251 shares of common stock which consists of 4,602,506 shares of common stock and warrants to purchase 1,380,745 shares of common stock, or the 2016 Placement Warrants, for aggregate proceeds of $13.2 million, net of offering cost, or the 2016 Private Placement. The purchase price was $2.95 per share of common stock, which is equal to the consolidated closing bid price on the NASDAQ Global Market on the day of pricing, August 18, 2016. The purchase price for each warrant was equal to $0.125 for each share underlying the 2016 Placement Warrants, consistent with NASDAQ Global Market requirements for an “at the market” offering. We completed the initial closing of the 2016 Private Placement on August 22, 2016 with the final closing on September 9, 2016.

Certain of our existing institutional investors, including investors affiliated with certain of our directors, and members of our board of directors purchased an aggregate of 3,598,324 of shares of our common stock in the 2016 Private Placement and warrants to purchase 1,079,493 shares of common stock, for an aggregate purchase price of $10,749,999. Such purchases were made on the same terms as the shares that were sold to other investors in the Private Placement and not pursuant to anypre-existing contractual rights or obligations.

controlling interest in OrbiMed. By virtue of such relationships, GP III, OrbiMed and Mr. Isaly may be deemed to have voting and investment power over the shares held by OPI III and OA III. David Bonita, M.D., a member of our board of directors, is a Private Equity Partner of OrbiMed.

2017 Private Placement

On January 13, 2017, we entered into a Securities Purchase Agreement pursuant to which we sold an aggregate of 10,323,101 shares of common stock which consists of 8,602,589 shares of common stock and warrants to purchase 1,720,512 shares of common stock, or the 2017 Placement Warrants, for aggregate gross proceeds of approximately $26.1 million, or the 2017 Private Placement. The purchase price was $3.00 per share of common stock, except that the purchase price paid by individuals who were directors and/or officers of the Company was $3.17, which is equal to the consolidated closing bid price on the NASDAQNasdaq Global Market on the day of pricing, January 13, 2017. The purchase price for each warrant was equal to $0.125 for each share underlying the 2016 Placement Warrants, consistent with NASDAQ Global Market requirements for an “at the market” offering.Warrants. We completed the closing of the 2017 Private Placement on January 18, 2017.

Certain of our existing institutional investors, including investors affiliated with certain of our directors, members of our board of directors and one of our executive officers purchased an aggregate of 7,957,962 of shares of our common stock in the 2017 Private Placement and warrants to purchase 1,591,588 shares of common stock, for an aggregate purchase price of $24,149,982. SuchThese purchases were made on the same terms as the shares that were sold to other investors in the Private Placement and not pursuant to anypre-existing contractual rights or obligations.

In connection with the 2017 Private Placement, the Company entered into a Stockholders’ Agreement with certain of its stockholders pursuant to which, among other things, suchthese stockholders have agreed to vote, or take any other action for the purpose of electing directors to our board of directors, in a manner necessary to elect and maintain as a director one member designated by Puissance Cross-Border Opportunities I LP, or the Puissance Director.Director, until (1) Puissance Cross-Border Opportunities I LP ceases to be the beneficial owner of at least 10% of the then outstanding Company voting securities, (2) a Change of Control (as defined in the Stockholders’ Agreement) or (3) January 13, 2020 (each a Resignation Event). Upon the occurrence of a Resignation Event, the Puissance Director will immediately tender his or her resignation as a director of the Company. The Puissance Director is currently Theodore T. Wang, Ph.D.

(5)

Caley Castelein, M.D., a member of our board of directors, is a Managing Director of Kearny Venture Partners, L.P., or KVP, and Kearny Venture Associates, L.L.C., or KVA. KVA is the general partner of each of KVP and Kearny Venture Partners Entrepreneurs’ Fund, L.P., or KVPE. Voting and dispositive decisions with respect to shares held by KVP and KVPE are made by Dr. Castelein, Richard Spalding and James Shapiro.

(6)	Dr. Gold is a member of our board of directors.

(7)

OrbiMed Capital GP III LLC, or GP III, is the general partner of OrbiMed Private Investments III, LP, or OPI III. OrbiMed Advisors LLC, or OrbiMed,Advisors, is the managing member of GP III and the general partner of OrbiMed Associates III, LP, or OAAssociates III. Samuel D. Isaly is the managing member of and owner of a controlling interest in OrbiMed. By virtue of such relationships, GP III, OrbiMed and Mr. Isalyrelationship, Advisors may be deemed to have voting and investment power over the sharessecurities held by OPIAssociates III, and, OA III.as a result, may be deemed to have beneficial ownership over such securities. David Bonita, M.D.,a private equity partner of Advisors, is a member of our board of directors, isdirectors. Advisors exercises this investment and voting power through a Private Equity Partnermanagement committee comprised of OrbiMed.Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. Each of Advisors, Carl L. Gordon, Sven H. Borho, Jonathan T. Silverstein and David Bonita disclaims beneficial ownership of the shares held by Associates III, except to the extent of its or his pecuniary interest therein, if any.

(8)

OrbiMed Capital GP III LLC, or GP III, is the general partner of OrbiMed Private Investments III, LP, or OPI III. OrbiMed Advisors LLC, or OrbiMed,Advisors, is the managing member of GP III and the general partner of OrbiMed Associates III, LP, or OA III. Samuel D. Isaly is the managing member of and owner of a controlling interest in OrbiMed. By virtue of such relationships,relationship, GP III OrbiMed and Mr. IsalyAdvisors may be deemed to have voting and investment power over the sharessecurities held by OPI III and, OA III.as a result, may be deemed to beneficially own such securities. David Bonita, M.D.,a private equity partner of Advisors, is a member of our board of directors, isdirectors. Advisors exercises this investment and voting power through a Private Equity Partnermanagement committee comprised of OrbiMed.Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. Each of GP III, Advisors, Carl L. Gordon, Sven H. Borho, Jonathan T. Silverstein and David Bonita disclaims beneficial ownership of the shares held by OPI III, except to the extent of its or his pecuniary interest therein, if any.

(9)

Puissance Capital Management LP, or PCM, is the investment manager of the Puissance Cross-Border Opportunities I LP. Puissance Capital Fund (GP) LLC and Puissance Capital Management (GP) LLC are the general partners of PCM. Theodore T. Wang, Ph.D., a member of our board of directors, is the managing member of the general partners and may be deemed to have voting and investment power over the shares.

2017 Direct Registered Offering

On October 23, 2017, we entered into two separate Securities Purchase Agreements, and sold an aggregate of 8,382,643 shares of our common stock for aggregate gross proceeds of approximately $50 million. The purchase price was $5.95 per share of common stock, except that the purchase price paid by KVP Capital L.P. which is affiliated with a director of the Company was $6.44 per share, which is equal to the closing price of the Company’s common stock on the Nasdaq Global Market on October 24, 2017.

Certain of our existing institutional investors, including the investors affiliated with one of our directors purchased an aggregate of 130,600 of shares of our common stock, for an aggregate purchase price of $841,064. These purchases were made on the same terms as the shares that were sold to other investors in the 2017 Direct Registered Offering and not pursuant to anypre-existing contractual rights or obligations.

Pursuant to one of the Purchase Agreements, we agreed to (a) appoint a representative of Fosun International Limited and its wholly-owned subsidiary Strong Influence Limited (together,“Fosun”) as

a non-voting observer to the Board of Directors and (b) after the date, if ever, that Fosun were to beneficially own at least 15% of the Company’s then-outstanding shares of common stock, appoint a representative of Fosun as a director of the Company upon Fosun’s request. These rights expire on the first date that Fosun ceases to own at least 90% of the shares it purchased in the Offering.

2018 Direct Registered Offering

On February 25, 2018, we entered into a Securities Purchase Agreement, which was subsequently amended and restated the on March 5, 2018, with Fosun, pursuant to which we sold an aggregate of 4,090,000 shares of our common stock, 3,000,581 shares of newly designated Series A Convertible Preferred Stock and warrants to purchase 1,418,116 shares of our common stock, or the 2018 Offering Warrants, for aggregate gross proceeds of approximately $59.1 million. The purchase price was $8.31 per share for both Series A Convertible Preferred Stock and common stock, which is equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the day of pricing, February 23, 2018. The purchase price for each warrant was equal to $0.125 for each share underlying the 2018 Offering Warrants. We completed the closing of the 2018 Private Placement on March 5, 2018.

Indemnification of Directors and Officers

Our certificate of incorporation and bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his, her or its actions in that capacity regardless of whether we would otherwise be permitted to indemnify him, her or it under Delaware law.

In addition to the indemnification required in our certificate of incorporation and bylaws, we have enteredor will enter into indemnification agreements with each of our directors, officers and certain other employees at this time in the form approved by our board of directors and our stockholders. These agreements provide for the indemnification of our directors, officers and certain other employees for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were our agents.

ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated)

Except as described below and except for compensation for employment or services provided in other roles, since January 1, 2015,2017, ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated) has not been, nor is there currently proposed, any transaction to which ViewRay Technologies, Inc. is or was a party in which the amount involved exceeds the lesser of $120,000 and 1% of the average of its total assets atyear-end for the last two completed fiscal years, and in which any of our current directors, executive officers, holders of more than 5% of

any class of our voting securities or any of their respective affiliates or immediate family members, had, or will have, a direct or indirect material interest.

Series C Convertible Preferred Stock Financing Extension

In December 2014 and January 2015, ViewRay issued an aggregate of 935,248 shares of its Series C convertible preferred stock at a price per share of $17.40 for aggregate gross consideration of $16.3 million to 10

accredited investors, including the conversion of all outstanding principal and interest under outstanding convertible promissory notes (the “2014 Notes”) into shares of ViewRay Series C convertible preferred stock at a price of $17.40 per share. The aggregate gross consideration received from the sale of Series C convertible preferred stock was $6.1 million, and the aggregate gross consideration received from the conversion of all outstanding principal and interest of the 2014 Notes was $10.2 million. Shares of ViewRay Series C convertible preferred stock converted into our common stock on a 1:2.975 basis at the effective time of the Merger. The table below sets forth the number of shares of ViewRay Series C convertible preferred stock issued to our directors, executive officers or holders of more than 5% of ViewRay’spre-Merger capital stock, or an affiliate or immediate family member thereof.

In February 2015, ViewRay issued an aggregate of 862,068 shares of its Series C convertible preferred stock at a price of $17.40 per share for aggregate gross consideration of $15.0 million to one accredited investor. Shares of ViewRay Series C convertible preferred stock converted into our common stock on a 1:2.975 basis at the effective time of the Merger. The table below sets forth the number of shares of ViewRay Series C convertible preferred stock issued to our directors, executive officers or holders of more than 5% of ViewRay’spre-Merger capital stock, or an affiliate or an immediate family member thereof.

License Agreement with University of Florida Research Foundation, Inc.

In December 2004, we entered into a Standard Exclusive License Agreement with Sublicensing Terms with University of Florida Research Foundation, Inc., or UFRF, under which we licensed certain patents from UFRF in exchange for royalty payments and an equity issuance, or the UFRF License Agreement. We entered into an amendment of the UFRF License Agreement in December 2007. Since December 2004 to December 2017, we have paid UFRF $764,584$1,040,968 in royalties and $63,000 in patent and legal fees pursuant to the terms of the UFRF License Agreement. In addition, in December 2004, we have issued 11,312 shares of common stock to UFRF pursuant to the terms of the UFRF License Agreement, which required us to issue UFRF a certain number of shares of common stock upon execution of the UFRF License Agreement, as well as issue UFRF additional shares of common stock to maintain UFRF’s ownership of 5% of our outstanding equity until certain financing conditions were satisfied. We have satisfied these financing conditions in 2013 and have no further obligations to issue UFRF shares of our common stock pursuant to the terms of the UFRF License Agreement. Prior to the consummation of the Private Placement,private placement on 2015, UFRF was a beneficial owner of approximately 0.10% of our capital stock on anas-converted basis. In connection with his former employment at the University of Florida and his role in the development of the licensed patents under the UFRF License Agreement, as amended, James F. Dempsey, Ph.D., our Chief Scientific Officer and a member of our board of directors, receives a percentage of the royalty payments we pay to UFRF and is entitled to a percentage of any proceeds from the sale of common stock by UFRF. Specifically, under the University of Florida’s intellectual property policy, Dr. Dempsey is entitled to (i) 40% of any royalty payments we pay to UFRF or proceeds from the sale of common stock by UFRF of up to $500 thousand and then (ii) 25% of any royalty payments we pay to UFRF or proceeds from the sale of common stock by UFRF over $500 thousand.

Director and Executive Officer Compensation

Please see “Executive Compensation” and “Director Compensation” for information regarding compensation of directors and executive officers.

Employment Agreements

We have entered into employment agreements with our executive officers. For more information regarding these agreements, see “Executive Compensation—Narrative to 20162017 Summary Compensation Table and Outstanding Equity Awards at 20162017 Year End.”

Director and Officer Indemnification Agreements

We have enteredor will enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director (and in certain cases their related venture

capital funds) and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

Policies and Procedures for Related Party Transactions

Our board of directors has adopted a written related party transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 ofRegulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the

amount involved exceeds $120,000 and a related person had, has or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. As provided by our audit committee charter, our audit committee will be responsible for reviewing and approving in advance the related party transactions covered by the company’sCompany’s related transaction policies and procedures.

DIRECTOR COMPENSATION

In connection with the Merger, in July 2015, we approved a compensation policy for ournon-employee directors, or the Director Compensation Program, who became our directors as a result of the Merger. Pursuant to the Director Compensation Program, eachnon-employee director receives an annual retainer of $40,000. Anynon-employee Chairman will receive an additional annual cash retainer in the amount of $35,000 per year, and a lead independent director, if appointed, will receive an additional annual cash retainer in the amount of $7,500 per year.Non-employee directors receive additional annual retainers of $10,000 for serving on the audit committee (or $20,000 for serving as the chair of the audit committee), $7,000 for serving on the compensation committee (or $15,000 for serving as the chair of the compensation committee) and $5,000 for serving on the nominating and corporate governance committee (or $10,000 for serving as the chair of the nominating and corporate governance committee). Under the Director Compensation Program, retainers are to be paid to ournon-employee directors quarterly in arrears and arepro-rated for any partial quarter of service. However, from the Merger in July 2015 through September 2016,2017, ournon-employee directors were not paid cash retainers. Instead, in September 2016,November 2017, eachnon-employee director was granted that number of fully vested restricted stock units having a grant date fair value equal to the amount of fees that was owed to thenon-employee director based on service from the Merger in July 2015 through such date.September 2017. The shares of our common stock underlying the restricted stock units will not be issued to thenon-employee directors until the earlier of the date thenon-employee director terminates service with us or a change of control of our companyCompany (as defined in our 2015 Equity Incentive Award Plan).

Under the Director Compensation Program, upon the director’s initial appointment or election to our board of directors, eachnon-employee director will receive an option to purchase that number of shares of our common stock such that the award has an aggregate grant date fair value equal to $176,400.$176,400 (an “Initial Option”). In addition, eachnon-employee director who has been serving as a director and will continue to serve as a director immediately following each annual stockholder meeting, will be automatically granted, on the date of suchthat annual stockholder meeting, an option to purchase that number of shares of our common stock such that the award has an aggregate grant date fair value equal to $70,200. The initial option$70,200 (an “Annual Option”). Unless a different vesting schedule is specified, an Initial Option will vest as to 1/36^th of the shares on each monthly anniversary of the applicable grant date, subject to continued service through each applicable vesting date, and the annual optionAnnual Option will vest as to 1/12^th of the shares on each monthmonthly anniversary of the applicable grant date, subject to continued service through such vesting date. In addition, pursuant to the terms of the Director Compensation Program, all equity awards outstanding and held by anon-employee director will vest in full immediately prior to the occurrence of a change in control (as defined in the applicable equity plan such awards were granted under).

In connection with his initial appointment to our board of directors, in April 2016,January 2017, we granted Dr. McKinnellWang an optionInitial Option to purchase 19,556 shares of our common stock at an exercise price equal to $4.45.$5.30 per share. The option vests as to 1/3612^th of the shares on each monthly anniversary of April 11, 2016,January 24, 2017, subject to Dr. McKinnell’sWang’s continued service through each applicable vesting date. The annual option grant to eachnon-employee director serving on our board of directors at our 2016 annual stockholder meeting was not granted under the Director Compensation Program because the board of directors opted to defer such grants.date

20162017 Director Compensation Table

The following table sets forth information for the year ended December 31, 20162017 regarding the compensation awarded to, earned by or paid to ournon-employee directors.

Dr. WeisskoffBilenker did not hold any outstanding equity awards as of December 31, 20162017 because he resigned his service with us earlier in the year.

EXECUTIVE OFFICERS

The following is biographical information for our executive officers, including their ages as of April 1, 2017.2018.

Chris A. Raanes has served as our President and Chief Executive Officer and as a member of our board of directors since February 2013. Please see Mr. Raanes’ biography set forth above in the section entitled “Proposal 1—Election of Directors.”

James F. Dempsey, Ph.D. has served as our Chief Scientific Officer since founding ViewRay in March 2004. Dr. Dempsey has been a member of the board of directors since January 2008. Please see Dr. Dempsey’s biography set forth above in the section entitled “Proposal 1—Election of Directors.”

Ajay Bansalhas served as our Chief Financial Officer since June 2016. Mr. Bansal previously served as the Chief Financial Officer of Onconova Therapeutics, Inc. (“Onconova”) from March 2013 to February 2016. He also served as a member of the Boardboard of Directorsdirectors of Onconova from March 2013 until immediately prior to the listing of Onconova’s common stock on the NASDAQNasdaq Global Market in July 2013. From May 2010 to March 2013, Mr. Bansal served as Chief Financial Officer of Complete Genomics Incorporated, a life sciences company. From June 2009 to January 2010, Mr. Bansal served as Chief Financial Officer of Lexicon Pharmaceuticals, Inc., a biopharmaceutical company. From March 2006 to October 2008, Mr. Bansal served as Chief Financial Officer of Tercica, Inc., a biopharmaceutical company. From February 2003 to January 2006, Mr. Bansal served as Chief Financial Officer of Nektar Therapeutics, also a biopharmaceutical company. Prior to joining Nektar Therapeutics, Mr. Bansal spent more than 15 years as a management consultant at Arthur D. Little, Inc., McKinsey & Company, Inc. and ZS Associates, Inc., in management roles at Novartis Corporation, a pharmaceuticals company, at Mehta Partners, a financial advisory firm, and at Capital One, a bank holding company. Mr. Bansal received a B.S. in Mechanical Engineering from the Indian Institute of Technology (Delhi) and an M.S. in Operations Research and an M.B.A. from Northwestern University.

Douglas H. Keare has served as our Chief Operating Officer since April 2015. Mr. Keare has over 20 years of technology and medical device executive experience. Before joining ViewRay, Mr. Keare was doing consulting work with and/or advising a number of startup companies from January 2014 to April 2015. He founded and served as CEO of RallyOn, Inc., a software company focused on corporate health and wellness, from October 2008 to December 2013. Prior to that, Mr. Keare served as Vice President of Customer and Technical Support at Accuray Inc. from December 2002 to January 2007. Mr. Keare also served as the President and Chief Operating Officer for Pricing Dynamics from July 2000 to July 2002. He held several positions at ADAC Laboratories in Customer Support, Operations and Quality from October 1992 to March 1999. As Vice President of Quality, he led ADAC’s successful effort to win the Malcolm Baldridge National Quality Award in 1996. Mr. Keare received a B.A. in Economics from Dartmouth College and an M.B.A. from Stanford University’s Graduate School of Business.

EXECUTIVE COMPENSATION

The following is a discussion and analysis of compensation arrangements of our named executive officers, or NEOs. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive. Compensation of our executives is structured around the achievement of individual performance and near-term corporate targets as well as long-term business objectives.

Our NEOs for 20162017 were as follows:

Mr. Chandler resigned his employment with us in June 2016 and Mr. Bansal commenced service as our Chief Financial Officer in June 2016.

20162017 Summary Compensation Table

The following table sets forth total compensation paid to our named executive officers for the years ended December 31, 20162017 and December 31, 2015. For the portion of fiscal year 2015 prior to the Merger in July 23, 2015, the amounts for each NEO (except Mr. Bansal) include compensation received from ViewRay.2016.

(4)	Mr. Bansal commenced employment with us in June 2016. Mr. Bansal’s salary and annual bonus waswerepro-rated for his partial year of service.service for 2016.

(5)

Mr. Chandler resigned his employment with us in June 2016. Amounts shown in the “All Other Compensation” column equals (i) $103,000, which represents six months of continued payments of Mr. Chandler’s base salary, (ii) $19,828, which represents 50% of Mr. Chandler’s annual performance bonus for 2015, (iii) $39,655, which represents Mr. Chandler’s 2015 annual performance bonus paid to Mr. Chandler and (iv) $4,438 which represents consulting fees paid to Mr. Chandler, in each case, pursuant to his transition and separation agreement entered into in connection with his resignation. Please see the descriptions of the annual bonuses paid to our NEOs in “Narrative to 2016 Summary Compensation Table and Outstanding Equity Awards at 2016 Fiscal Year End—Separation Agreement with David Chandler” below.

Outstanding Equity Awards at 20162017 Fiscal Year End

The following table lists all outstanding equity awards held by our NEOs as of December 31, 2016. Mr. Chandler held no outstanding equity awards as of December 31, 2016 because his employment terminated in June 2016.2017.

Narrative to 20162017 Summary Compensation Table and Outstanding Equity Awards at 20162017 Year End

In connection with the Merger, Mr. Raanes and Dr. Dempsey and Mr. Chandler continued to be employed with us under the terms of their employment agreement or offer letter, as applicable, with ViewRay. Mr. Chandler entered into a transition and separation agreement with us in June 2016 in connection with his resignation of employment. Mr. Bansal entered into a new offer letter with us in connection with his commencement of employment with us in June 2016.

Employment Agreement with Chris A. Raanes

In January 2013, ViewRay entered into an employment agreement with Mr. Raanes, or the Raanes Agreement, to serve as our President and Chief Executive Officer and as a member of our board of directors,

providing for base salary, target annual bonus opportunity and standard employee benefit plan participation. Mr. Raanes’ base salary is subject to annual increases in the sole discretion of the board of directors. Mr. Raanes’ base salary for 20162017 was $415,000,$475,000, and he had an annual bonus target of 50%65% of base salary that is earned based on the achievement of certain milestones. Please see the section below titled “Terms and Conditions of Annual Bonuses” for a further description of the annual bonuses awarded to Mr. Raanes. Under the Raanes Agreement, Mr. Raanes’ employment is terminableat-will. Mr. Raanes has also executed ViewRay’s standard confidential information and invention assignment agreement, which contains certainnon-competition covenants.

The Raanes Agreement also provides Mr. Raanes with certain severance and change in control benefits. Mr. Raanes’ was eligible to participate in any carveout plan that ViewRay adopted, with minimum levels of compensation at various transaction price levels as set forth in the Raanes Agreement. ViewRay never adopted any such carveout plan prior to the Merger (and as a result Mr. Raanes was not eligible for any such carveout payments).

In addition, pursuant to the Raanes Agreement, if Mr. Raanes’ employment iswere to be terminated by the Company without cause“cause” (as defined below) or Mr. Raanes resignswere to resign for “good reason” (as defined below) at any time three months prior to or 18 months following a change of control, then the vesting and exercisability of Mr. Raanes’ initial optionInitial Option granted under the Raanes Agreement willwould accelerate in full.

Additionally, in the event that Mr. Raanes isRaanes’ employment were terminated by the Company without cause or resignsMr. Raanes were to resign for good reason, subject to his executing and not revoking a general release of all claims, then Mr. Raanes willwould become entitled to receive (i) a severance payment equal to 12 months of his annual base salary, payable in substantially equal installments over the12-month period following his termination of employment, (ii) a lump sum cash payment equal to apro-rated portion of his annual performance bonus payable on the later of (a) the annual date bonuses are made to current employees andor (b) the first installment payment for the base salary severance, (iii) payment or reimbursement by us of COBRA premiums for up to 12 months, and (iv) accelerated vesting of Mr. Raanes’ option granted under the Raanes Agreement with respect to thatthe number of shares that would have vested had he remained employed with the companyCompany for an additional 12 months.months following his termination date.

Under the Raanes Agreement, “change of control” means (i) a sale of all or substantially all of the assets of the companyCompany and its subsidiaries taken as a whole or (ii) a merger, consolidation or other similar business combination involving the company,Company, if, upon completion of such transaction, the beneficial owners of voting equity securities of the companyCompany immediately prior to the transaction beneficially own less than 50% of the successor entity’s voting equity securities; provided that “change of control” will not include a transaction where the consideration received or retained by the holders of the then-outstanding capital stock of the companyCompany does not consist primarily of (a) cash or cash equivalent consideration, (b) securities which are registered under the Securities Act or any successor statute thereto, or (c) securities for which the companyCompany or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within 90 days of completion of the transaction for resale to the public pursuant to the Securities Act.

Under the Raanes Agreement, “cause” means Mr. Raanes’ (i) dishonesty of a material nature; (ii) theft or embezzlement of our funds or assets; (iii) conviction of, or guilty or no contest plea to, a felony charge or

misdemeanor involving moral turpitude, or the entry of a consent decree with any governmental body; (iv) noncompliance in any material respect with any laws or regulations, foreign or domestic; (v) violation of any express direction or any rule, regulation or policy established by the board of directors that is consistent with the terms of the Raanes Agreement; (vi) material breach of the Raanes Agreement or material breach of Mr. Raanes’ fiduciary duties to the company;Company; (vii) gross incompetence, gross neglect or gross misconduct in the performance of his duties; or (viii) repeated and consistent failure to perform the duties under the Raanes Agreement during normal business hours except during vacation periods or absences due to temporary illness. If the board of directors determineswere to determine in good faith that cause exists, Mr. Raanes willwould be given written notice by the board of directors that provides the factual basis for the determination prior to that determination being final and

Mr. Raanes will have 10 business days to respond and to attempt to cure the condition, although no cure period need be offered if the board of directors were to reasonably determinesdetermine that the conditions arewere not subject to cure.

Under the Raanes Agreement, “good reason” means a resignation that occurs within 30 days following Mr. Raanes’ first having knowledge of any (i) material reduction in his base salary, (ii) material breach of the Raanes Agreement by the company,Company, or (iii) material diminution of Mr. Raanes’ title as Chief Executive Officer or responsibility as Chief Executive Officer imposed by the board of directors (other than in response to an event constituting cause). With respect to subsection (i), any reduction consistent with general reductions in the base salaries of other executives as part of a plan to avoid insolvency or manage any financial distress or hardship of the company willCompany would not be deemed to constitute a material reduction in his base salary; and with respect to subsection (ii), good reason willwould only exist where Mr. Raanes’ has provided the companyCompany with written notice of the breach and the companyCompany has failed to cure suchthat breach within 10 business days of suchthe written notice.

Offer Letter to James F. Dempsey, Ph.D.

In October 2010, ViewRay entered into an amended and restated offer letter with Dr. Dempsey that provides for employmentat-will and annual base salary, annual target bonus, option awards and certain other benefits. Dr. Dempsey’s base salary for 20162017 was $260,000.$320,000. In addition, for 2016,2017, Dr. Dempsey has an annual target bonus of 35%45% of base salary awarded based on the achievement of certain milestones. Please see the section titled “Terms and Conditions of Annual Bonuses” below for a further description of the annual bonuses awarded to Dr. Dempsey. His offer letters also contain certainnon-disparagement andnon-competition restrictive covenants (during Dr. Dempsey’s employment and for 12 months following termination). The offer letter also provides Dr. Dempsey with certain severance and change of control benefits.

In the event that Dr. Dempsey isDempsey’s employment were terminated by the Company without cause, subject to executing and not revoking a general release of all claims, then Dr. Dempsey iswould be entitled to receive a severance payment equal to 12 months of his base salary plus his annual bonus for the year preceding the termination date, payable in substantially equal installments over thesix-month period following his termination.

“Change of control” has the same meaning as under the Raanes Agreement. “Cause” means Dr. Dempsey’s (i) willful failure to perform his material duties, other than a failure resulting from his complete or partial incapacity due to long-term physical or mental illness or impairment, (ii) willful act that constitutes gross misconduct and that is injurious to the company,Company, (iii) willful breach of a provision of the offer letter, (iv) material orand willful violation of a federal or state law or regulation applicable to the business of the company,Company, or (v) conviction or plea of guilty or no contest to a felony.

Offer Letter to Ajay Bansal

Effective as of June 2016, we entered into an offer letter with Mr. Bansal that provides for employmentat-will and annual base salary, annual target bonus, option awards and certain other benefits. Mr. Bansal’s base salary for 20162017 was $330,000(pro-rated for his partial service)$335,000 and his target annual bonus percentage for 20162017 was 45%. of base salary awarded based on the achievement of certain milestones. Please see the section titled “Terms and Conditions of Annual Bonuses” below for a further description of the annual bonuses awarded to Mr. Bansal. Mr. Bansal’s offer letter also contains asign-on bonus equal to

$75,000 $75,000 in the aggregate, whereby $25,000 will bewas paid to Mr. Bansal in each of December 2016, March 2017 and June 2017, subject to Mr. Bansal’s continued employment through the applicable payment date. For the December 2016 payment, Mr. Bansal’ssign-on bonus was settled when the companyCompany issued to him fully vested restricted stock units.units with a grant date fair value equal to $25,000. For the March 2017 and June 2017 payments, Mr. Bansal’ssign-on bonus of $50,000 was paid in cash. The offer letter also includes the promise to grant an option as discussed in more details below under the section entitled “Terms and Conditions of Equity Awards,” whereby the unvested portion of the option will accelerate in full in the event he is terminated by the Company without “cause” (as defined below) or he resigns for “good reason” (as defined

below) within 12 months following a “change of control” (as defined below). In addition, in the event we closed an equity financing transaction in 2016, we would grant Mr. Bansal an additionadditional option to up to an amount of our common stock equal to 1% of the number of shares of common stock issued by us in suchthat financing transaction.transaction . His offer lettersletter also containcontains certainnon-disparagement and confidential information restrictive covenants.

The offer letter also provides Mr. Bansal with certain severance and change of control benefits. In the event that Mr. Bansal isBansal’s employment were terminated by the Company without cause or Mr. Bansal resigns for good reason, subject to executing and not revoking a general release of all claims, then Mr. Bansal iswould be entitled to receive a severance payment equal to six months of his base salary plus 50% of his annual bonus for the year preceding the termination date, payable in substantially equal installments over thesix-month period following his termination. “Change of control” has the same meaning as under the Raanes Agreement. “Cause” has the same meaning as under Dr. Dempsey’s offer letter. “Good reason” means the occurrence of one or more of the following conditions, without Mr. Bansal’s consent and without remedy by the company:Company: (i) a material reduction in his compensation, including but not limited to his level of base salary and annual bonus opportunity, other than reductions approved by the board of directors that are applicable to all employees; (ii) a material,non-voluntary, reduction in his authority, duties position, title or responsibilities or a material, adverse change in his reporting structure; or (iii) a reduction in the kind or level of his benefits to which he was entitled immediately prior to such reduction, other than reductions approved by the board of directors that are applicable to all employees of the company.

Separation Agreement with D. David Chandler

In October 2010, ViewRay entered into an offer letter with Mr. Chandler on substantially similar terms to Dr. Dempsey’s offer letter. Mr. Chandler resigned his employment with us effective as of June 8, 2016. In connection with Mr. Chandler’s resignation and in consideration of his release of claims against us and our affiliates, on June 8, 2016, the Company entered into a separation agreement with Mr. Chandler. Under the separation agreement, Mr. Chandler will receive, among the other benefits provided for in the separation agreement, (i) cash payments equal to Mr. Chandler’s base salary at the rate in effect immediately prior to the separation date for the six months following the separation date, (ii) a cash payment of $19,828 (which amount is equal to 50% of Mr. Chandler’s 2015 annual performance bonus amount), (iii) within thirty (30) days following the payment to other executives of their 2015 bonuses, a cash payment of $39,655 (which amount is equal to Mr. Chandler’s 2015 annual performance bonus amount) and (iv) $4,438 which represents consulting fees paid to Mr. Chandler for transition related services performed after June 8, 2016.Company.

Terms and Conditions of Annual Bonuses

For 2016,2017, all of the NEOs were eligible for cash performance-based bonuses pursuant to the achievement of certain performance objectives. The performance targets are approved annually by our board of directors. When determining the 20162017 performance bonus program for the NEOs, in late 2015,2016, the board of directors set certain performance goals, using a mixture of performance objectives after receiving input from our Chief Executive Officer. These performance objectives included certain revenue, gross margin, financial and product development measures. There was no specific weighting for each performance goal when determining the overall bonus amount, and instead the board of directors evaluated the overall achievement of all performance goals based on the importance to the success of the company.Company. For each of these performance goals under the annual bonus program, the board of directors set general performance goals, but there was no minimum or maximum achievement for each performance target; instead, the board of directors weighed the achievement, partial achievement ornon-achievement for each performance target when deciding the overall achievement level.

These performance goals were not expected to be attained based on average or below-average performance. The board of directors intended for the performance targets to require significant effort on the part of the NEOs and, therefore, set these targets at levels they believed would be difficult to achieve, such that average or below-average performance would not satisfy these targets.

Each NEO’s target bonus opportunity is expressed as a percentage of base salary which can be achieved by meeting corporate goals. For each of the NEOs, his target bonus opportunity is originally set in his employment agreement or offer letter, as applicable, with the companyCompany as described above. The board of directors reviews these target percentages to ensure they are adequate, and, while reviewing these target percentages the board of directors does not follow a formula but rather uses the factors as general background information prior to determining the target bonus opportunity rates for the participating NEOs. The board of directors sets these rates based on each participating executive’s experience in his role with the companyCompany and the level of responsibility held by each executive, which the board of directors believes directly correlates to his ability to influence corporate results. For 2016,2017, the board of directors used a guideline target bonus opportunity of 50%65% for Mr. Raanes, 35%45% for Dr. Dempsey and Mr. Chandler and 45% for Mr. Bansal. The bonus payable to Mr. Bansal is subject topro-ration for his partial year of service because he commenced employment with us in June 2016.

Corporate goals and performance targets are reviewed and approved by the board of directors prior to any allocation of the annual bonuses. In early 2017,2018, the board of directors reviewed our 2016 company-wide2017 Company-wide performance with respect to determining bonuses for executive officers and determined achievement of the performance goals at 100%68%. Following its review and determinations, the board of directors awarded cash bonuses

to the NEOs at 100%68% of their target bonus opportunity ($207,500except for Mr. Raanes, $91,000who received stock options in lieu of a cash bonus. The cash bonus amounts for Dr. Dempsey and $83,811 for Mr. Bansal). Mr. Bansal’s bonus waspro-rated for his partial year of service.Bansal were $93,101 and $103,398, respectively. The NEOs’ 20162017 annual bonuses are set forth in the “2016“2017 Summary Compensation Table” above.

Terms and Conditions of Equity Awards

Mr. Bansal was the only NEO to receive an option grant in 2016. In connection with the commencement of employment with us in June 2016, we grantedRaanes, Dr. Dempsey and Mr. Bansal received an option to purchase 550,000500,000, 200,000 and 50,000 shares of our common stock, respectively, at an exercise price per share equal to $5.05. The options will vest and become exercisable in substantially equal monthly installments over the four years following the grant date, subject to the individual continuing to provide services to us through the applicable vesting date. In addition. Mr. Bansal also received an option to purchase 103,537 shares of our common stock, at an exercise price per share equal to $4.60. In September 2016, after the closing of an equity financing transaction and pursuant to his offer letter, we granted Mr. Bansal another option to purchase 59,832 shares of our common stock, at an exercise price equal to $3.58.$4.97. The options will vest and become exercisable with respect to 25% of the shares on the first anniversary of the employment commencement date of grant and thereafter as to 1/48^th of the aggregate shares in substantially equal monthly installments, subject to Mr. Bansal continuing to provide services to us through the applicable vesting date. In December 2016, we granted Mr. Bansal 7,507 restricted stock units in satisfaction of the $25,000sign-on bonus payable to him in December 2016 pursuant to his offer letter agreement. The restricted stock units were fully vested on the date of grant.

Terms and Conditions of 401(k) Plan

In June 2008, ViewRay adopted the 401(k) Retirement Savings Plan for employees, which we assumed in connection with the Merger. Under the 401(k) plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) plan. We dodid not currently make any matching contributions under our 401(k) plan.plan for 2017, and we will start making matching contributions in 2018.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2016,2017, with respect to all of our equity compensation plans in effect on that date.

stock reserved for issuance under such plan shall be increased on the first day of each year beginning in 2016 and ending in 2025, in each case subject to the approval of the compensation committee of our board of directors on or prior to the applicable date, equal to the lesser of (A) one percent (1%) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors; provided, however, no more than 1,675,0003,500,000 shares of stock may be issued under the ESPP.

(3)	Represents the weighted average exercise price of outstanding options under the 2008 Plan and 2015 Plan.

(4)

Includes 2,168,391969,783 shares that were available for future issuance as of December 31, 20162017 under the 2015 Plan and 667,6701,103,281 shares that were available for future issuance as of December 31, 20162017 under the ESPP, which allows eligible employees to purchase shares of common stock with accumulated payroll deductions.

INFORMATION ABOUT STOCK OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information as to the beneficial ownership of our common stock as of MarchDecember 31, 2017 for:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to common stock warrants, options that are currently exercisable or exercisable within 60 days of MarchDecember 31, 2017, and restricted stock units that vest within 60 days of MarchDecember 31, 2017, are deemed to be outstanding and to be beneficially owned by the person holding such securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Percentage ownership of our common stock in the table is based on 56,086,58367,653,974 shares of our common stock issued and outstanding on MarchDecember 31, 2017. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o ViewRay, Inc., 2 Thermo Fisher Way, Oakwood Village, Ohio 44146.

*	Represents beneficial ownership of less than one percent of our outstanding shares of common stock.

(1)	Includes 6,677,975 shares of common stock. The address of Fosun International Limited is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. The address of Strong Influence Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

(2)

Includes (i) 9,369,342 shares held by OrbiMed Private Investments III, LP, or OPI III, (ii) 403,692 shares issuable upon the exercise of common stock warrants held by OPI III, (iii) 89,225 shares held by OrbiMed Associates III, LP, or OA III and (iv) 3,843 shares issuable upon the exercise of common stock warrants held by OA III. OrbiMed Capital GP III LLC, or GP III, is the general partner of OPI III. OrbiMed Advisors LLC, or Advisors, is the managing member of GP III and the general partner of OA III. Samuel D. Isaly is the managing member of and owner of a controlling interest in OrbiMed Advisors LLC, or OrbiMed. By virtue of such relationships, GP III, OrbiMed and Mr. IsalyAdvisors may be deemed to have voting and investment power over the shares held by OPI III and OA III. David Bonita, M.D., a member of our board of directors, is a Private Equity Partner of OrbiMed.Advisors. OrbiMed Advisors exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. Each of GP III, OrbiMed, Mr. IsalyAdvisors, Carl L. Gordon, Sven H. Borho, Jonathan T. Silverstein and Dr.David Bonita disclaimdisclaims beneficial ownership of the shares held by OPI III and OAAssociates III, except to the extent of its or his pecuniary interest therein, if any. The address of OrbiMed InvestmentsOPI III and OrbiMed Associates III is c/o OrbiMed Advisors LLC, 601 Lexington Avenue, 54th Floor, New York, New York 10022.

(2)(3)

Includes (i) 6,842,975 shares held by Puissance Cross-Border Opportunities I LP, or PCBO, and (ii) 1,368,595 shares issuable upon the exercise of a common stock warrant held by Puissance Cross-Border Opportunities I LP, or PCBO. Puissance Capital Management LP, or PCM, is the investment manager of PCBO. Puissance Capital Fund (GP) LLC

and Puissance Capital Management (GP) LLC are the general partners of PCM. Theodore T. Wang, Ph.D., a member of our board of directors, is the managing member of general partners and may be deemed to have voting and investment power over the shares held by PCBO. The address of PCBO is 950 Third Avenue, 25th Floor, New York, NY 10022.

(3)(4)

Aisling Capital Partners, LP, or Aisling GP, is the general partner of Aisling Capital II, LP, or Aisling. Aisling Capital Partners LLC, or Aisling Partners, is the general partner of Aisling GP. The individual managing members, or the Aisling Managers, of Aisling Partners are Dennis Purcell, Andrew Schiff, M.D. and Steve Elms. By virtue of these relationships, Aisling GP, Aisling Partners and the Aisling Managers may be deemed to have voting and investment power over the shares held by Aisling. Joshua Bilenker, M.D., formerly a member of our board of directors, is an Operating Partner of Aisling Capital, LLC, an affiliate of Aisling. Voting and dispositive decisions with respect to shares held by Aisling are not made by Dr. Bilenker; he disclaims beneficial ownership of the shares held by Aisling, except to the extent of any pecuniary interest therein,in them, if any. The address of Aisling is c/o Aisling Capital, LLC, 888 Seventh Avenue, 30th Floor, New York, New York 10106.

(4)

As reported on Schedule 13G/A filed by FMR LLC and Abigail P. Johnson on March 30, 2017, consists of an aggregate of 6,884,721 shares beneficially owned by FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. FMR has its principal business office at 245 Summer Street, Boston MA 02210.

(5)

Includes (i) 4,876,745 shares held by Harbour Tycoon Limited per American Transfer Agent record as of September 30, 2017, and (ii) 441,840 shares issuable upon the exercise of common stock warrants held by Harbour Tycoon Limited. Aditya Puri, a member of our board of directors, is an Investments Director at Xeraya Capital, an affiliate of Harbour Tycoon Limited. The address of Harbour Tycoon Limited is c/o 2nd Floor, The Grand Pavilion Commercial Centre, 802 West Bay Road, P.O. Box 1338, Grand CaymanKY1-1003, Cayman Islands.

(6)

Includes (i) 3,360,992 shares held by Kearny Venture Partners, L.P., or KVP, (ii) 232,092 shares issuable upon the exercise of common stock warrants held by KVP, (iii) 68,545 shares held by Kearny Venture Partners Entrepreneurs’ Fund, L.P., or KVPE, and (iv) 4,733 shares issuable upon the exercise of common stock warrants held by KVPE.KVPE, and (v) 130,600 shares held by KVP Capital, LP. Caley Castelein, M.D., a member of our board of directors, is a Managing Director of KVP and Kearny Venture Associates, L.L.C., or KVA. KVA is the general partner of each of KVP and KVPE. Voting and dispositive decisions with respect to shares held by KVP and KVPE are made by Dr. Castelein, Richard Spalding and James Shapiro; however, they each disclaim beneficial ownership

of the shares held by KVP and KVPE, except to the extent of any pecuniary interest therein,in them, if any. The address of KVP and KVPE is c/o Kearny Venture Partners, One Embarcadero Center, Suite 3700, San Francisco, California 94111. Ownership information for Dr. Castelein and KVP Capital, LP is based on a Form 4 filed by Dr. Castelein on April 25, 2018.

(7)	Consists of 1,606,3711,942,430 shares that may be acquired pursuant to stock options within 60 days of MarchDecember 31, 2017 by Mr. Raanes.

(8)	Consists of (i) 182,602 shares held and (ii) 840,090958,539 shares that may be acquired pursuant to stock options within 60 days of MarchDecember 31, 2017 by Dr. Dempsey.

(9)	Consists of (i) 70,104 shares held and (ii) 15,645318,531 shares that may be acquired pursuant to stock options and common stock warrants within 60 days MarchDecember 31, 2017 by Mr. Bansal.

(10)	Mr. Chandler resigned his employment with us in June 2016.Consists of (i) the shares beneficially owned by OPI III and OA III and (ii) 59,037 shares that may be acquired pursuant to stock options within 60 days of December 31, 2017 by Dr. Bonita. See footnote 2.

(11)

Consists of (i) the shares beneficially owned by AislingKVP, KVPE and KVP Capital, LP, (ii) 38,520130,104 shares held by Dr. Castelein and (iii) 59,037 shares that may be acquired pursuant to stock options and restricted stock units within 60 days of March 31, 2017 by Dr. Bilenker. See footnote 3. Dr. Bilenker disclaims beneficial ownership of the shares held by Aisling, except to the extent of any pecuniary interest therein, if any.

(12)	Consists of (i) the shares beneficially owned by OPI III and OA III and (ii) 39,087 shares that may be acquired pursuant to stock options and restricted stock units within 60 days of March 31, 2017 by Dr. Bonita. See footnote 1.

(13)

Consists of (i) the shares beneficially owned by KVP and KVPE and (ii) 41,181 shares that may be acquired pursuant to stock options and restricted stock units within 60 days of MarchDecember 31, 2017 by Dr. Castelein. See footnote 6. Dr. Castelein disclaims beneficial ownership of the shares held by KVP and KVPE, except to the extent of any pecuniary interest therein, if any. Ownership information for Dr. Castelein and KVP Capital, LP is based on a Form 4 filed by Dr. Castelein on April 25, 2018.

(14)(12)

Consists of (i) 114,990143,290 shares held by Dr. Gold, (ii) 85,83085,356 shares that may be acquired pursuant to stock options restricted stock units and common stock warrants within 60 days of MarchDecember 31, 2017 by Dr. Gold, and (iii) 46,948101,174 shares held by JMSK, Ltd. and (iv) 9,389 692 shares issuable upon the exercise of common stock warrants held by. JMSK, Ltd. Steven Gold, the son of Dr. Gold, is the General Partner of JMSK, Ltd. Voting and dispositive decisions with respect to shares held by JMSK, Ltd. are not made by Dr. Gold; he disclaims beneficial ownership of the shares held by JMSK, Ltd. except to the extent of any pecuniary interest therein, if any. Ownership information for Dr. Gold and JMSK, Ltd. is based on a Form 4 filed by Dr. Gold on April 25, 2018.

(15)(13)

Consists of (i) 647,717 shares held in the Henry A. McKinnell Master GRAT #35 and (ii) 188,157222,052 shares that may be acquired pursuant to stock options and common stock warrants within 60 days of December 31, 2017 by Dr. McKinnell.

(14)	Consists of (i) the shares beneficially owned by Harbour Tycoon Limited and (ii) 59,037 shares that may be acquired pursuant to stock options within 60 days of December 31, 2017 by Mr. Puri. See footnote 5

(15)	Consists of 59,037 shares that may be acquired pursuant to stock options within 60 days of December 31, 2017 by Mr. Roberts.

(16)	Consists of (i) the shares beneficially owned by PCBO and (ii) 31,863 shares that may be acquired pursuant to stock options within 60 days of December 31, 2017 by Dr. Wang. See footnote 3.

(17)

Includes 32,621,317 shares beneficially owned by our executive officers and directors, which includes 24,738,424 shares beneficially owned by entities affiliated with certain of our directors and 6,607,902 shares that may be acquired pursuant to stock options, restricted stock units and common stock warrants within 60 days of March 31, 2017 by Dr. McKinnell.

(16)	Consists of (i) the shares beneficially owned by Harbour Tycoon Limited and (ii) 38,520 shares that may be acquired pursuant to stock options and restricted stock units within 60 days of March 31, 2017 by Mr. Puri. See footnote 5.

(17)	Consists of 32,493 shares that may be acquired pursuant to stock options and restricted stock units within 60 days of March 31, 2017 by Mr. Roberts.

(18)	Consists of (i) the shares beneficially owned by PCBO and (ii) 6,520 shares that may be acquired pursuant to stock options within 60 days of March 31, 2017 by Dr. Wang. See footnote 2.

(19)

Includes 38,768,040 shares beneficially owned by our executive officers and directors, which includes 32,069,747 shares beneficially owned by entities affiliated with certain of our directors and 5,635,932 shares that may be acquired pursuant to stock options, restricted stock units and common stock warrants within 60 days of MarchDecember 31, 2017.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of suchthe reports referenced above that were furnished to the Company and written representations that no other reports were required during the year ended December 31, 2016,2017, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except with respect to (i) one late Form 4 reports filed for Mr.by each of Messrs. Bonita, Puri, Roberts and Wang, and Dr. McKinnell, in connectioneach case with the acquisitionrespect to two transactions, (ii) one late Form 4 filed by Dr. Gold with respect to six transactions, (iii) two late Forms 4 filed by Dr. Castelein with respect to one and two transactions, respectively, and (iv) one late Form 3 filed by each of common stock that occurred on September 9, 2016 in connection with the 2016 Private Placement.Messrs. Moore and Huennekens.

ADDITIONAL INFORMATION

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Brokers with account holders who are ViewRay stockholders may be “householding” our proxy materials. A single proxy statement and annual report may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: Investor Relations, ViewRay, Inc., 2 Thermo Fisher Way, Oakwood Village, Ohio 44146 or (3) contact our Investor Relations department by telephone at1-844-MRIdian(674-3426). Stockholders who currently receive multiple copies of the proxy statement and annual report at their address and would like to request “householding” of their communications should contact their broker. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement and annual report promptly to aany stockholder at a shared address to which a single copy of the documents was delivered.

Other Matters

As of the date of this Proxy Statement, the board of directors does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

Annual Reports

Our 20162017 Annual Report on Form10-K (which is not a part of our proxy soliciting materials) will be mailed with this Proxy Statement to those stockholders that request and receive a copy of the proxy materials in the mail. Stockholders that received the Notice of Internet Availability of Materials can access the Annual Report and this Proxy Statement on the website referenced on the Notice of Internet Availability of Materials. The Annual Report and this Proxy Statement are also available on the “SEC Filings” section of our investor relations website at http://investors.viewray.com and at the SEC’s website at www.sec.gov. Please note that the information on our website is not part of this Proxy Statement.

Upon written request by an ViewRay stockholder, we will mail without charge a copy of our 20162017 Annual Report onForm 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report onForm 10-K. Exhibits to the Annual Report onForm 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to our Chief Financial Officer, 2 Thermo Fisher Way, Oakwood Village, Ohio 44146.

April 28, 201730, 2018

VIEWRAY, INC.
2 THERMO FISHER WAY
OAKWOOD VILLAGE, OH 44146
Investor Address Line 1
Investor Address Line 2
Investor Address Line 3
Investor Address Line 4
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NAME
THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K
CONTROL #® 0000000000000000
SHARES 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345
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The Board of Directors recommends you vote FOR the following:
1. To elect three directors to hold office until the 20202021 annual meeting of stockholders and until their successors are duly elected and qualified.
Nominees
01. James F. Dempsey, Ph.D.Caley Castelein, M.D. 02. Mark S. Gold, M.D.Brian K. Roberts 03. Theodore T. Wang, Ph.D. Scott Huennekens
The Board of Directors recommends you vote FOR the following proposal:
2. To ratify the selection, by the audit committee byof our board of directors, of Deloitte & Touche LLP, as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2017. 2018.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Form10-K,Notice and the Notice & Proxy Statement is/and Form 10-K are available at www.proxyvote.com .
VIEWRAY, INC.
Annual Meeting of Stockholders June 19, 201725, 2018 8:30 AM
This proxy is solicited by the Board of Directors
The stockholders hereby appoint Chris A. Raanes and Ajay Bansal, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of VIEWRAY, INC. that the stockholders are entitled to vote at the Annual Meeting of stockholders to be held at 8:30 AM PT on June 19, 2017,25, 2018, at ViewRay’s offices, 815 E. Middlefield Road, Mountain View, CA, 94043, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Continued and to be signed on reverse side 0000337214_2 R1.0.1.15
0000380902_2 R1.0.1.17