Item 3.02. Unregistered Sales of Equity Securities.

On February 13, 2013, Accuray Incorporated ("Accuray") issued $100 million aggregate principal amount of its 3.50% Convertible Senior Notes due 2018 (the "Notes") to certain qualified institutional buyers (collectively, the "QIBs"). The Notes were offered and sold to the QIBs (the "Offering") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). See Accuray's Current Report on Form 8-K filed on February 13, 2013 for a description of the Offering and related information.

On February 19, 2013, Accuray issued an additional $15 million aggregate principal amount of its 3.50% Convertible Senior Notes due 2018 (the "Additional Notes") in connection with the exercise of the over-allotment option granted to the initial purchasers of the Notes pursuant to a purchase agreement with such initial purchasers dated February 7, 2013. The Additional Notes have the same interest rate, maturity and other terms as the Notes. The Additional Notes were also offered and sold to QIBs pursuant to Rule 144A under the Securities Act. Accuray received net proceeds of $14.48 million from the sale of the Additional Notes, after deducting the initial purchasers' discounts and commissions and including accrued interest.

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