0000905718-18-000768.txt : 20180827 0000905718-18-000768.hdr.sgml : 20180827 20180827163118 ACCESSION NUMBER: 0000905718-18-000768 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180827 DATE AS OF CHANGE: 20180827 GROUP MEMBERS: PARK WEST INVESTORS MASTER FUND, LTD GROUP MEMBERS: PETER S. PARK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ViewRay, Inc. CENTRAL INDEX KEY: 0001597313 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 421777485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89606 FILM NUMBER: 181039248 BUSINESS ADDRESS: STREET 1: 2 THERMO FISHER WAY CITY: OAKWOOD VILLAGE STATE: OH ZIP: 44146 BUSINESS PHONE: 440-703-3210 MAIL ADDRESS: STREET 1: 2 THERMO FISHER WAY CITY: OAKWOOD VILLAGE STATE: OH ZIP: 44146 FORMER COMPANY: FORMER CONFORMED NAME: Mirax Corp DATE OF NAME CHANGE: 20140116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Park West Asset Management LLC CENTRAL INDEX KEY: 0001386928 IRS NUMBER: 300132084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: (415) 524-2902 MAIL ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 SC 13G 1 viewray_13gaug152018.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

VIEWRAY, INC.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

92672L107

(CUSIP Number)

 

August 15, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] Rule 13d-1(d)

  

 

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

 

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

 

 
 

 

CUSIP No.  92672L107
(1) Names of Reporting Persons
  Park West Asset Management LLC  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Delaware  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0    
  (6) Shared Voting Power: 5,139,400*  
  (7) Sole Dispositive Power: 0    
  (8) Shared Dispositive Power: 5,139,400*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
 

5,139,400*

  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  6.8%*  
(12) Type of Reporting Person
  IA  
               

* Beneficial ownership percentage is based upon 75,206,716 shares of common stock, $0.01 par value per share ("Common Stock"), of Viewray, Inc., a Delaware corporation (the "Company"), issued and outstanding as of July 27, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2018. Park West Asset Management LLC ("PWAM") is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company ("PWIMF"), and Park West Partners International, Limited, a Cayman Islands exempted company ("PWPI" and, collectively with PWIMF, the "PW Funds"), and Peter S. Park ("Mr. Park" and, collectively with PWAM and PWIMF, the "Reporting Persons") is the sole member and manager of PWAM. As of August 15, 2018, PWIMF held 4,626,764 shares of Common Stock of the Company and PWPI held 512,636 shares of Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park may be deemed to beneficially own the 5,139,400 shares of Common Stock of the Company held in the aggregate by the PW Funds, or approximately 6.8% of the shares of Common Stock of the Company deemed issued and outstanding as of August 15, 2018.

 

 
 

CUSIP No.  92672L107
(1) Names of Reporting Persons
  Park West Investors Master Fund, Limited  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Cayman Islands  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0    
  (6) Shared Voting Power: 4,626,764*  
  (7) Sole Dispositive Power: 0    
  (8) Shared Dispositive Power: 4,626,764*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
 

4,626,764*

  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  6.2%*  
(12) Type of Reporting Person
  CO  
               

  * Beneficial ownership percentage is based upon 75,206,716 shares of Common Stock of the Company issued and outstanding as of July 27, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2018. As of August 15, 2018, PWIMF held 4,626,764 shares of Common Stock of the Company, or approximately 6.2% of the shares of Common Stock of the Company deemed issued and outstanding as of August 15, 2018.

 

 

 

CUSIP No.  92672L107
(1) Names of Reporting Persons
  Peter S. Park  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  United States of America  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0    
  (6) Shared Voting Power: 5,139,400*  
  (7) Sole Dispositive Power: 0    
  (8) Shared Dispositive Power: 5,139,400*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  5,139,400*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  6.8%*  
(12) Type of Reporting Person
  IN  
               

* Beneficial ownership percentage is based upon 75,206,716 shares of Common Stock of the Company issued and outstanding as of July 27, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2018. PWAM is the investment manager to the PW Funds, and Mr. Park is the sole member and manager of PWAM. As of August 15, 2018, PWIMF held 4,626,764 shares of Common Stock of the Company and PWPI held 512,636 shares of Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park may be deemed to beneficially own the 5,139,400 shares of Common Stock of the Company held in the aggregate by the PW Funds, or approximately 6.8% of the shares of Common Stock of the Company deemed issued and outstanding as of August 15, 2018.

 

 
 


Item 1(a).  Name Of Issuer:  Viewray, Inc. (the “Company”)
   
Item 1(b).  Address of Issuer’s Principal Executive Offices:
 

2 Thermo Fisher Way

Oakwood Village, OH 44146

 

Item 2(a).  Name of Person Filing:
 

This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC ("PWAM"), a Delaware limited liability company and the investment manager to (a) Park West Investors Master Fund, Limited ("PWIMF"), a Cayman Islands exempted company that is the holder of 4,626,764 shares of common stock, $0.01 par value per share ("Common Stock"), of the Company reported on this Schedule 13G, and (b) Park West Partners International, Limited ("PWPI" and, collectively with PWIMF, the "PW Funds"), a Cayman Islands exempted company that is the holder of 512,636 shares of Common Stock of the Company reported on this Schedule 13G; (ii) PWIMF; and (iii) Peter S. Park, as the sole member and manager of PWAM ("Mr. Park" and, collectively with PWAM and PWIMF,the “Reporting Persons”).

 

The 5,139,400 shares of Common Stock of the Company held in the aggregate by the PW Funds, which constitute approximately 6.8% of the shares of Common Stock of the Company deemed to be issued and outstanding as of August 15, 2018, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment manager to the PW Funds, and (y) indirectly by Mr. Park, as the managing member of PWAM.

 

As of August 15, 2018, PWIMF held 4,626,764 shares of Common Stock of the Company, or approximately 6.2% of the shares of Common Stock of the Company deemed to be issued and outstanding as of August 15, 2018.

 

Item 2(b).  Address of Principal Business Office or, if None, Residence:
 

The address for the Reporting Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.

 

Item 2(c).  Citizenship:
 

PWAM is organized under the laws of the State of Delaware. PWIMF is a Cayman Islands exempted company. Mr. Park is a citizen of the United States.

 

Item 2(d).  Title of Class of Securities:
   Common Stock, $0.01 par value per share.
Item 2(e).  CUSIP No.:
   92672L107
 
 

 

Item 3.  If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:  
  Not Applicable.  
Item 4.  Ownership:  
            As reported in the cover pages to this report, the ownership information with respect to each of PWAM and Mr. Park is as follows:    
 

 

    
  (a)     Amount Beneficially Owned: 5,139,400*    
  (b)    Percent of Class: 6.8%*    
  (c)     Number of Shares as to which such person has:      
  (i)     Sole power to vote or to direct the vote: 0    
  (ii)     Shared power to vote or to direct the vote: 5,139,400*  
  (iii)     Sole power to dispose or to direct the disposition of: 0    
  (iv)     Shared power to dispose or to direct the disposition of: 5,139,400*  
           

 

 

            As reported in the cover pages to this report, the ownership information with respect to PWIMF is as follows:    
 

 

    
  (a)     Amount Beneficially Owned: 4,626,764*    
  (b)    Percent of Class: 6.2%*    
  (c)     Number of Shares as to which such person has:      
  (i)     Sole power to vote or to direct the vote: 0    
  (ii)     Shared power to vote or to direct the vote: 4,626,764*  
  (iii)     Sole power to dispose or to direct the disposition of: 0    
  (iv)     Shared power to dispose or to direct the disposition of: 4,626,764*  
           

* This Schedule 13G is being jointly filed by (i) PWAM, a Delaware limited liability company and the investment manager to (a) PWIMF, a Cayman Islands exempted company that is the holder of 4,626,764 shares of Common Stock and (b) PWPI, a Cayman Islands exempted company that is the holder of 512,636 shares of Common Stock of the Company, as reported on this Schedule 13G; (ii) PWIMF; and (iii) Mr. Park, as the sole member and manager of PWAM.

 

 
 

 

The 5,139,400 shares of Common Stock held in the aggregate by the PW Funds, which constitutes approximately 6.8% of the shares of Common Stock of the Company deemed issued and outstanding as of August 15, 2018, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.

The foregoing beneficial ownership percentage is based upon 75,206,716 shares of Common Stock of the Company, issued and outstanding as of July 27, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2018.

Item 5.  Ownership of Five Percent or Less of a Class
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  [   ]
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person
   Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
   Not Applicable.
Item 8.  Identification and Classification of Members of the Group
   Not Applicable.
Item 9.  Notice of Dissolution of Group
   Not Applicable.
Item 10.  Certification
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

August 27, 2018  
     
  PARK WEST ASSET MANAGEMENT LLC  
     
     
  By: /s/ Grace Jimenez  
  Name: Grace Jimenez  
  Title: Chief Financial Officer  

  

  PARK WEST INVESTORS MASTER FUND, LIMITED  
     
  By:   Park West Asset Management LLC, its Investment Manager  
     
  By: /s/ Grace Jimenez  
  Name: Grace Jimenez  
  Title: Chief Financial Officer  

  

      /s/ Peter S. Park  
      Peter S. Park  
         
       

 

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

 

 

 

 
 

 

 

Exhibit Index

 

Exhibit

A.   Joint Filing Agreement dated as of August 27, 2018, by and among Park West Asset Management, LLC, Park West Investors Master Fund, Limited and Peter S. Park.

 

 

 

 

 

Exhibit A

 

 

JOINT FILING AGREEMENT

 

               In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Viewray, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement this 27th day of August, 2018.

 

  PARK WEST ASSET MANAGEMENT LLC  
     
     
  By: /s/ Grace Jimenez  
  Name: Grace Jimenez  
  Title: Chief Financial Officer  

  

  PARK WEST INVESTORS MASTER FUND, LIMITED  
     
  By:   Park West Asset Management LLC, its Investment Manager  
     
  By: /s/ Grace Jimenez  
  Name: Grace Jimenez  
  Title: Chief Financial Officer  

  

      /s/ Peter S. Park  
      Peter S. Park