ACCURAY INC — Director's Dealing 2011

Oct 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACCURAY INC (ARAY)
CIK: 0001138723
Period of Report: 2011-09-30

Reporting Person: Milliken Darren J. (SVP General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-30	Common Stock	A	6750	—	Acquired	15323	Direct
2011-10-01	Common Stock	S	628	$3.5493	Disposed	14695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-30	Non-Qualified Stock Option (right to buy)	$4.01	A	26000	Acquired	2021-09-30	Common Stock (26000)	Direct

Footnotes

F1: The restricted stock units (RSUs) are released as they vest. A total of 25% of the shares subject to this grant become vested and are released on the first anniversary of the vesting commencement date and the remaining shares vest and are released at a rate of 25% a year on each anniversiary of the vesting commencement date over the remaining three years.

F2: Shares were automatically sold in accordance with Accuray policy for all restricted stock unit (RSU) releases in order to cover tax obligations upon RSU release and is consistent with Accuray practices for all RSU releases of employees located in the United States.

F3: The shares subject to this stock option become vested and fully exercisable in equal monthly installments, ratably over a period of 48-months, beginning on October 1, 2011.