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^*

Nouri Alaleh

(Last)

(First)

(Middle)

1310 CHESAPEAKE TERRACE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2014

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 & Interim GC

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	39,181⁽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)
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)	⁽²⁾	11/30/2021	Common Stock	8,250	$4.01	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	10/31/2022	Common Stock	14,000	$6.96	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	01/31/2021	Common Stock	27,000	$8.56	D

Explanation of Responses:

1. 8,806 shares are held directly by the Reporting Person. The shares were acquired through the vesting and release of RSU shares. The remaining 13,500 RSU shares from a grant on January 31, 2013 will vest on January 31, 2015. The remaining 16,875 shares from RSU grants are subject to vesting at the rate of 25% of the shares on each yearly anniversary of the vesting commencement date.

2. The remaining shares subject to the option vest in equal monthly installments until fully vested on November 30, 2015.

3. The remaining shares subject to the option vest in equal monthly installments until fully vested on October 31, 2016.

4. The remaining shares subject to the option vest in equal monthly installments until fully vested on January 31, 2015.

	By: Oria De La Cerda For: Alaleh Nouri	02/12/2014
	** 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.
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.