SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Waters Kevin

(Last) (First) (Middle)
1310 CHESAPEAKE TERRACE

(Street)
SUNNYVALE CA 94089

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACCURAY INC [ ARAY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/03/2018 S 2,997(1) D $4.65 328,260 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares were automatically sold into the open market 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.
By: John McKune For: Kevin Waters 04/03/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                               POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes

(i)each of Kevin Waters, Shig Hamamatsu, John McKune and Alaleh Nouri of Accuray
Incorporated (the "Company") and (ii) any attorney employed in the Palo Alto, CA
office  of  Wilson Sonsini Goodrich & Rosati, to individually execute for and on
behalf  of  the  undersigned, in the undersigned's capacity as an officer and/or
director of the Company, Forms 3, 4 and 5, and any amendments thereto, and cause
such  form(s)  to be filed with the U.S. Securities and Exchange Commission (the
"SEC")  pursuant to Section 16(a) of the Securities Act of 1934, relating to the
undersigned's beneficial ownership of securities in the Company. The undersigned
hereby  grants  to each such attorney-in-fact full power and authority to do and
perform  any  and every act and thing whatsoever requisite, necessary, or proper
to  be  done  in the exercise of any of the rights and powers herein granted, as
fully  to  all  intents  and  purposes  as  the undersigned might or could do if
personally  present,  with  full  power  of  substitution  or revocation, hereby
ratifying   and   confirming   all   that   such   attorney-in-fact,   or   such
attorney-in-fact's  substitute  or substitutes, shall lawfully do or cause to be
done  by  virtue  of  this  power  of  attorney and the rights and powers herein
granted.  The  undersigned acknowledges that the foregoing attorneys-in-fact, in
serving  in  such  capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This  Power  of  Attorney  shall  remain  in  full  force  and  effect until the
undersigned  is  no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's  holdings  of,  and  transactions  in,  securities  issued  by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

IN  WITNESS  WHEREOF,  the  undersigned  has caused this Power of Attorney to be
executed as of this 16th day of January, 2018.

/s/ Kevin Waters
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Signature

Kevin Waters
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