ACCURAY INC — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACCURAY INC (ARAY)
CIK: 0001138723
Period of Report: 2012-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	6000	$1.75	Acquired	20408	Direct
2012-02-01	Common Stock	S	6000	$6	Disposed	14408	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Incentive Stock Option (right to buy)	$1.75	M	6000	Disposed	2014-05-18	Common Stock (6000)	Direct

Footnotes

F1: These shares were sold pursuant to a 10b5-1 plan.

F2: The options are exercisable as they vest. A total of 25% of the entire number of shares subject to this stock option becomes vested and fully exercisable on the first anniversary of the vesting commencement date and the remaining shares subject to this stock option vest and become exercisable in equal monthly installments, ratably over the following 36 months.