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Form 4 ACCURAY INC For: Mar 31 Filed by: Nouri Alaleh

April 1, 2015 9:16 PM EDT
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 *
Nouri Alaleh

(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)
SVP, General Counsel &
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   F (1)   2,311.00 D $ 9.30 66,504 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. 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: Alaleh Nouri 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/ Alaleh Nouri
                                                ----------------------
                                                Signature

                                                Alaleh Nouri
                                                ----------------------
                                                Print Name



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