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

 

 

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, par value US$0.01 per share

(Title of Class of Securities)

92672L107

(CUSIP Number)

January 19, 2021

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule 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).

 

 

 

SCHEDULE 13G

 

CUSIP No.

92672L107

 

1	Names 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	Citizenship or Place of Organization
	Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power
			2,813,834
		6	Shared Voting Power
			22,423,782
		7	Sole Dispositive Power
			2,813,834
		8	Shared Dispositive Power
			22,423,782
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	25,237,616(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	¨
11	Percent of Class Represented by Amount in Row (9)
	15.7%(2)
12	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.

 

 

SCHEDULE 13G

 

CUSIP No.

92672L107

 

1	Names 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	Citizenship or Place of Organization
	British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power
			0
		6	Shared Voting Power
			20,826,338
		7	Sole Dispositive Power
			0
		8	Shared Dispositive Power
			20,826,338
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	20,826,338(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	¨
11	Percent of Class Represented by Amount in Row (9)
	12.9%(2)
12	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.

 

 

Explanatory Note

 

This Schedule 13G is being filed to transition the filing obligations of the Reporting Persons (as defined below) under Section 13 of the Act with respect to the Issuer from Schedule 13D to Schedule 13G. This Schedule 13G supersedes the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on November 19, 2019, as amended by Amendment No. 1 thereto filed on December 10, 2019, Amendment No. 2 thereto filed on July 20, 2020 and Amendment No. 3 filed on January 19, 2021. There is no change in beneficial ownership being reported in this Schedule 13G from Amendment No. 3 to Schedule 13D filed by the Reporting Persons on January 19, 2021.

 

Item 1.

 

(a)	Name of Issuer:

 

ViewRay, Inc.

 

(b)	Address of Issuer’s Principal Executive Offices:

 

2 Thermo Fisher Way

Oakwood Village, Ohio 44146

U.S.A.

 

Item 2.

 

(a)	Name of Person Filing:

 

This Schedule 13G is filed by Fosun International Limited (“Fosun International”), a company organized under the laws of the Hong Kong Special Administrative Region of China (“Hong Kong”), and Strong Influence Limited (“Strong Influence”, together with Fosun International, the “Reporting Persons”), a company organized under the laws of the British Virgin Islands.

 

Strong Influence is a wholly-owned subsidiary of Fosun International.

 

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

 

The address of the principal business office for Fosun International is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. The address of the principal business office for Strong Influence is Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

 

(c)	Citizenship:

 

See Item 2(a)

 

(d)	Title of Class of Securities:

 

Common Stock, par value US$0.01 per share, of the Issuer

 

(e)	CUSIP No.:

 

92672L107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

¨

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

¨

Investment company registered under section 8 of the Inve stment Company Act of 1940 (15 U.S.C 80a-8);

 

(e)

¨

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

¨

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)

¨

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

 

Item 4.

Ownership.

 

(a)

See Item 9 of the cover pages to this Schedule 13G for the aggregate number of Common Stock that are beneficially owned by each Reporting Person as of January 19, 2021.

 

(b)

See Item 11 of the cover pages to this Schedule 13G for the percentage of Common Stock that are beneficially owned by each Reporting Person as of January 19, 2021.

 

(c)

See Items 5 through 8 of the cover pages to this Schedule 13G 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.

 

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.

 

See Item 2.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

 

Item 10.

Certifications.

 

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 purpo se 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.

 

Dated: 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

 

 

EXHIBIT INDEX

 

Exhibit  No.		Description
99.1		Joint Filing Agreement, dated November 3, 2017 by and between Fosun International Limited and Strong Influence Limited (incorporated by reference to Exhibit 99.1 to that certain Schedule 13G filed on November 3, 2017 by the Reporting Persons with the Securities and Exchange Commission).