SEC FORM 3

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^*

Adler John

(Last)

(First)

(Middle)

1310 CHESAPEAKE TERRACE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2007

3. Issuer Name and Ticker or Trading Symbol
ACCURAY INC [ ARAY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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	838,104	I	Adler Family Revocable Trust⁽¹⁾
Common Stock	23,333	I	Brittany Adler Irrevocable Trust⁽²⁾
Common Stock	60,000	I	John R. Adler Jr. Grantor Retained Annuity Trust⁽³⁾
Common Stock	60,000	I	Marilyn B. Adler Grantor Retained Annuity Trust⁽⁴⁾
Common Stock	23,333	I	John R. Adler III Irrevocable Trust⁽⁵⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	10/01/2009	Common Stock	959,834	$0.75	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	04/11/2010	Common Stock	200	$0.75	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	12/02/2012	Common Stock	200	$0.75	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	03/16/2014	Common Stock	100,000	$1.4	D

Explanation of Responses:

1. Shares held indirectly by John R. Adler, Jr. and Marilyn B. Adler, as Trustees or their Successors in interest under the terms of the Adler Family Revocable Trust, dated November 29, 2000.

2. Shares held indirectly by John R. Adler Jr., as Trustee for the Brittany Adler Irrevocable Trust, dated 10/30/2000.

3. Shares held indirectly by John R. Adler Jr., as Trustee of the John R. Adler, Jr. Grantor Retained Annuity Trust, dated January 21, 2007.

4. Shares held indirectly by Marilyn B. Adler, John R. Adler's wife, as Trustee of the Marilyn B. Adler Grantor Retained Annuity Trust, dated January 21, 2007.

5. Shares held indirectly by John R. Adler Jr., as Trustee for the John R. Adler III Irrevocable Trust, dated 10/30/2000.

6. These 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.

7. These options were fully vested on the date of grant and are fully exercisable.

	/s/ Lori Rognstad by Power of Attorney	02/07/2007
	** 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).
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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