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*
Thomson Euan

(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)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2010
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 10/07/2010 M 12,500 A $0.75 135,800 D
Common Stock 10/07/2010 S(1) 12,500 D $6.061(2) 123,300 D
Common Stock 10/08/2010 M 12,500 A $0.75 135,800 D
Common Stock 10/08/2010 S(1) 12,500 D $6.0317(3) 123,300 D
Common Stock 10/08/2010 M 10,000 A $0.75 133,300 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
Incentive Stock Option (right to buy) $0.75 10/07/2010 M 12,500 (4) 03/28/2012 Common Stock 12,500 $0 155,832 D
Incentive Stock Option (right to buy) $0.75 10/08/2010 M 12,500 (4) 03/28/2012 Common Stock 12,500 $0 143,332 D
Incentive Stock Option (right to buy) $0.75 10/08/2010 M 10,000 (4) 03/28/2012 Common Stock 10,000 $0 133,332 D
Explanation of Responses:
1. A portion of these options are being sold so that a portion of the proceeds may be used to increase the CEO's ownership of Accuray stock in accordance with the adoption of stock ownership guidelines for management by the Board of Directors of Accuray Incorporated in fiscal year 2011.
2. A total of 12,500 shares were sold pursuant to a 10b5-1 Plan, at an average sale price of $6.0610 per share. The actual sale price for the shares was: 1,300 shares at $6.01; 300 shares at $6.02; 100 shares at $6.03; 894 shares at $6.04; 3,399 shares at $6.05; 200 shares at $6.0501; 100 shares at $6.0502; 200 shares at $6.0503; 200 shares at $6.0512; 457 shares at $6.06; 740 shares at $6.07; 805 shares at $6.08; 2,600 shares at $6.09; 200 shares at $6.0901; 100 shares at $6.0904; 405 shares at $6.10; and 100 shares at $6.1002; 300 shares at $6.11; 100 shares at $6.1104.
3. A total of 12,500 shares were sold pursuant to a 10b5-1 Plan, at an average sale price of $6.0317 per share. The actual sale price for the shares was: 2,900 shares at $6.00; 100 shares at $6.0001; 100 shares at $6.0075; 2,582 shares at $6.0100; 278 shares at $6.0101; 100 shares at $6.0104; 100 shares at $6.0175; 818 shares at $6.02; 100 shares at $6.0201; 100 shares at $6.0212; 222 shares at $6.03; 300 shares at $6.04; 1,100 shares at $6.05; 600 shares at $6.06; 100 shares at $6.0604; 600 shares at $6.07; 300 shares at $6.08; 306 shares at $6.09; 590 shares at $6.10; 200 shares at $6.11; 704 shares at $6.12; 100 shares at $6.1204; 200 shares at $6.1205.
4. 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.
By: Michael Olivas For: Euan S. Thomson 10/11/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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