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*
LEVINE JOSHUA

(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)
03/31/2015
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 03/31/2015 A(1) 50,000 A $0.0 835,553 D
Common Stock 03/31/2015 F(2) 6,503 D $9.3 829,050 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. 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 anniversary of the vesting commencement date over the remaining three years.
2. Represents shares of Common Stock that were withheld by the issuer to satisfy its tax withholding and remittance obligations in connection with the net settlement of RSUs.
By: Kristen Howells For: Joshua Levine 04/01/2015
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

      Know  all  by  these  presents, that the undersigned hereby authorizes (i)
each of Gregory E. Lichtwardt, Kevin Waters, Kristen Howells 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 Exchange Act
of  1934,  as  amended,  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, as amended.

      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 19th day of March, 2015.

                                                /s/ Joshua H. Levine
                                                -------------------------
                                                Signature

                                                Joshua H.Levine
                                                -------------------------
                                                Print Name