Sec Form 13D Filing - Fosun International Ltd filing for VIEWRAY INC (VRAYQ) - 2021-01-19

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 ____________________________________________

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

ViewRay, Inc.

(Name of Issuer)

 

Common Stock, par value US$0.01 per share

(Title of Class of Securities)

 

92672L107

(CUSIP Number)

 

SZE Mei Ming

Fosun International Limited

Room 808, ICBC Tower

3 Garden Road, Central

Hong Kong

(852) 2509 3228

 

With a copy to:

Gregory Wang

Reed Smith Richards Butler

17th Floor, One Island East

Taikoo Place

18 Westlands Road, Quarry Bay

Hong Kong

(852) 2507 9869

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

January 7, 2021

(Date of Event which Requires Filing of this Statement)

 

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

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

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

 

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

 

 

CUSIP No. 92672L107

 

1	NAME OF REPORTING PERSONS   Fosun International Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With		7	SOLE VOTING POWER 2,813,834
		8	SHARED VOTING POWER 22,423,782
		9	SOLE DISPOSITIVE POWER 2,813,834
		10	SHARED DISPOSITIVE POWER 22,423,782
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,237,616(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1)

Number of shares is number of shares of common stock, par value US$0.01 per share (“Common Stock”), of ViewRay, Inc. (the “Issuer”), which includes (i) 2,813,834 shares of Common Stock held by Fosun International Limited, (ii) 19,408,222 shares of Common Stock and warrants exercisable within 60 days for 1,418,116 shares of Common Stock held by Strong Influence Limited, an indirectly wholly-owned subsidiary of Fosun International Limited, and (iii) 1,597,444 shares of Common Stock held by Fosun Atlas Capital SICAV RAIF S.C.S., a fund managed by an indirectly wholly-owned subsidiary of Fosun International Limited.

 

(2)

This percentage is calculated based on 159,810,926 shares of Common Stock of the Issuer outstanding after the Issuer’s public offering, as reported in the Issuer’s prospectus supplement filed on January 6, 2021, after giving effect to the completion of that public offering and the full exercise of the underwriters’ over-allotment option, as described therein and in the Issuer’s Form 8-K filed on January 7, 2021, plus warrants exercisable within 60 days for 1,418,116 shares of Common Stock of the Issuer.

 

 

CUSIP No. 92672L107

 

1	NAME OF REPORTING PERSONS   Strong Influence Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 20,826,338
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 20,826,338
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,826,338(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.9%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1)

Number of shares is number of shares of Common Stock of the Issuer, which includes 19,408,222 shares of Common Stock and warrants exercisable within 60 days for 1,418,116 shares of Common Stock.

 

(2)

This percentage is calculated based on 159,810,926 shares of Common Stock of the Issuer outstanding after the Issuer’s public offering, as reported in the Issuer’s prospectus supplement filed on January 6, 2021, after giving effect to the completion of that public offering and the full exercise of the underwriters’ over-allotment option, as described therein and in the Issuer’s Form 8-K filed on January 7, 2021, plus warrants exercisable within 60 days for 1,418,116 shares of Common Stock of the Issuer.

 

 

This Amendment No. 3 to statement on Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2019, as amended and supplemented by Amendment No. 1 filed on December 10, 2019 and Amendment No. 2 filed on July 20, 2020 (the “Original Schedule 13D”, and as amended and supplemented by this Amendment No. 3, the “Schedule 13D”), and is being filed on behalf of the Reporting Persons in respect of the Common Stock of the Issuer. This Amendment No. 3 is being filed by the Reporting Persons solely to report changes to the beneficial ownership as a result of change in the aggregate number of shares of Common Stock of the Issuer as reported in its latest filings with the SEC.

 

Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment No. 3 have the respective meanings set forth in the Original Schedule 13D. 

 

Item 2.

Identify and Background.

 

The third paragraph of Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

Strong Influence is principally engaged in investment holding. The address of the principal business office of Strong Influence is Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. Strong Influence is an indirectly wholly-owned subsidiary of Fosun International.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Common Stock that are beneficially owned by each Reporting Person as of January 19, 2021.

 

(b) See Items 7 through 10 of the cover pages to this Schedule 13D for the number of Common Stock that are beneficially owned by each Reporting Person as of January 19, 2021 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

 

(c) Neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Schedule A has effected any transactions in the Common Stock of the Issuer during the past 60 days.

 

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.

 

(e) Not applicable.

 

 

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.

 

Date: January 19, 2021

 

	FOSUN INTERNATIONAL LIMITED
	By:	/s/ SZE Mei Ming
		SZE Mei Ming
		Company Secretary
	STRONG INFLUENCE LIMITED
	By:	/s/ YU Xuehong
		YU Xuehong
		Director

 

  

Schedule A

 

DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON

 

Schedule A of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

Fosun International Limited

 

Name		Residence or Business Address		Present Principal Occupation and Employment		Citizenship
GUO Guangchang		Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong		Executive Director and Chairman of Fosun International		Hong Kong
WANG Qunbin		Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong		Executive Director and Co-Chairman of Fosun International		Hong Kong
CHEN Qiyu		Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong		Executive Director and Co-Chief Executive Officer of Fosun International		China
XU Xiaoliang		Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong		Executive Director and Co-Chief Executive Officer of Fosun International		China
QIN Xuetang		Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong		Executive Director and Senior Vice President of Fosun International		China
GONG Ping		Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong		Executive Director, Senior Vice President and Chief Financial Officer of Fosun International		China
CHEN Shucui		Building No. 1, Xihai International Center, No. 99 West Road of North 3rd Ring Road, Haidian District, Beijing		Non-executive Director of Fosun International		China
ZHUANG Yuemin		Floor 32, Building 1, Lujiazui Century Financial Plaza, South Yanggao Road, Pudong District, Shanghai		Non-executive Director of Fosun International		China
YU Qingfei		Building 2, Unit 16 Xinghuali, Che Gong Zhuang North Road, Xi Cheng District, Beijing		Non-executive Director of Fosun International		China
ZHANG Shengman		N/A		Independent Non-executive Director of Fosun International		Hong Kong
ZHANG Huaqiao		N/A		Independent Non-executive Director of Fosun International		Hong Kong
David T. ZHANG		26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong		Independent Non-executive Director of Fosun International		Hong Kong
LEE Kai-Fu		11/F, Dinghao Tower Block B, No. 3 Haidian Street, Haidian District, Beijing		Independent Non-executive Director of Fosun International		Republic of China
TSANG King Suen Katherine		Room 2801, 28/F., Prosperity Tower, 39 Queen's Road Central, Hong Kong		Independent Non-executive Director of Fosun International		Canada

 

 

Fosun Health Holdings Limited

 

Name		Residence or Business Address		Present Principal Occupation and Employment		Citizenship
CHEN Qiyu		Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong		Director of Fosun Health Holdings Limited		China
LAW Tsz Kwan Iris		Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong		Director of Fosun Health Holdings Limited		Hong Kong
LUI Man Yi		Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong		Director of Fosun Health Holdings Limited		Hong Kong

  

Fosun Health Holdings Limited (“Fosun Health”) is a directly wholly-owned subsidiary of Fosun International and owns 100% of the shares of Strong Influence as of January 19, 2021. Fosun Health is a company organized under the laws of Hong Kong. The address of the principal business office of Fosun Health is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun Health is principally engaged in investment holding.

 

Strong Influence Limited

 

Name		Residence or Business Address		Present Principal Occupation and Employment		Citizenship
YU Xuehong		28 Liberty St, New York, NY 10005, United States of America		Director of Strong Influence		United States of America

 

Strong Influence is a directly wholly-owned subsidiary of Fosun Health as of January 19, 2021.