SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Waters Kevin (Last) (First) (Middle) 1310 CHESAPEAKE TERRACE (Street) SUNNYVALE CA 94089 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/15/2015	3. Issuer Name and Ticker or Trading Symbol ACCURAY INC [ ARAY ]
		4. 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	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100,281(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 29,769 shares are held directly by the Reporting Person, of which 6,512 of these shares were acquired through the Accuray 2007 Employee Stock Purchase Plan. An additional 14,507 shares were acquired through the vesting and release of MSUs granted on 11/29/13, representing 132.1% of the MSUs initially awarded, net of shares withheld by the issuer to satisfy its tax withholding and remittance obligations. The remaining 8,750 shares directly owned were acquired through the 11/28/14 vesting and release of RSUs awarded on 11/29/13, of which the remaining 26,250 shares from this award will vest in equal amounts on 11/30/15, 11/29/16 and 11/29/17. Also included in this total are the 14,262 RSUs awarded on 10/31/14 vesting 25% each anniversary of the vesting commencement date over 4 years and the 30,000 RSUs awarded on 3/31/15 vesting 25% each anniversary of the vesting commencement date over 4 years.

	By: Kristen Howells For: Kevin Waters	09/23/2015
	** 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 5 (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).
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                               POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes

(i)  each  of  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 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 September, 2015.

/s/ Kevin Waters
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Signature

Kevin Waters
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