Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Waters Kevin
2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2015
3. Issuer Name and Ticker or Trading Symbol
ACCURAY INC [ARAY]
(Last)
(First)
(Middle)
1310 CHESAPEAKE TERRACE
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 Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 94089
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Waters Kevin
1310 CHESAPEAKE TERRACE
SUNNYVALE, CA 94089
      SVP, Chief Financial Officer  

Signatures

By: Kristen Howells For: Kevin Waters 09/23/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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