Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Robbins Andrew R
  2. Issuer Name and Ticker or Trading Symbol
ARRAY BIOPHARMA INC [ARRY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
COO
(Last)
(First)
(Middle)
C/O ARRAY BIOPHARMA INC., 3200 WALNUT ST
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2017
(Street)

BOULDER, CO 80301
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/16/2017   M   13,082 (1) A $ 0 49,766 (2) D  
Common Stock 12/16/2017   F   6,094 (3) D $ 10.92 43,672 D  
Common Stock 12/18/2017   M   200,000 A $ 5.14 243,672 (4) D  
Common Stock 12/18/2017   M   20,366 A $ 4.91 264,038 (4) D  
Common Stock 12/18/2017   M   89,634 A $ 4.91 353,672 (4) D  
Common Stock 12/18/2017   M   87,500 A $ 4.63 441,172 (4) D  
Common Stock 12/18/2017   S(5)   282,874 D $ 10.72 (6) 158,298 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units $ 0 12/16/2017   M     13,082   (7) 12/16/2020 Common Stock 13,082 $ 0 39,249 (8) D  
Restricted Stock Units $ 0 12/16/2017   A   55,875     (9) 12/17/2021 Common Stock 55,875 $ 0 55,875 D  
Stock Option (Right to Buy) $ 10.92 12/16/2017   A   335,250     (10) 12/16/2027 Common Stock 335,250 $ 0 335,250 D  
Stock Option (Right to Buy) $ 5.14 12/18/2017   M     200,000   (11) 07/31/2022 Common Stock 200,000 $ 0 0 D  
Stock Option (Right to Buy) $ 4.91 12/18/2017   M     20,366 07/23/2017 03/28/2023 Common Stock 20,366 $ 0 0 D  
Stock Option (Right to Buy) $ 4.91 12/18/2017   M     89,634   (12) 03/28/2023 Common Stock 89,634 $ 0 0 D  
Stock Option (Right to Buy) $ 4.63 12/18/2017   M     87,500   (13) 04/01/2024 Common Stock 87,500 $ 0 87,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Robbins Andrew R
C/O ARRAY BIOPHARMA INC.
3200 WALNUT ST
BOULDER, CO 80301
      COO  

Signatures

 Jason Haddock, attorney-in-fact for Andrew R. Robbins   12/19/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares issued upon settlement of Restricted Stock Units ("RSUs") granted by the Issuer on December 27, 2016 as a result of the vesting of one fourth of such RSUs.
(10) The option vests in four equal annual installments beginning on December 16, 2018.
(11) The option vested in four equal annual installments beginning on July 23, 2013.
(12) The option vested in four equal annual installments beginning on July 23, 2014.
(13) The option vested in four equal annual installments beginning on April 1, 2015.
(2) Includes 19,687 unvested RSUs awarded on April 1, 2015 to the reporting person for no additional cash consideration, each of which represent a contingent right to receive one share of Array BioPharma Inc. common stock and which were reported by the reporting person on Table I on a form 4 filed upon grant of the RSUs.
(3) Represents shares withheld to satisfy tax withholding obligations of the reporting person.
(4) Includes 19,687 unvested RSUs awarded on April 1, 2015 to the reporting person for no additional cash consideration, each of which represent a contingent right to receive one share of Array BioPharma Inc. common stock and which were reported by the reporting person on Table I on a form 4 filed upon grant of the RSUs.
(5) These trades were made pursuant to a Rule 10b5-1 trading plan.
(6) The price reported for these shares is the weighted average sale price. Details of actual prices for shares sold are available from the Issuer upon request.
(7) The RSUs vested on December 16, 2017.
(8) Consists of remaining unvested RSUs awarded to the reporting person for no additional cash consideration on December 16, 2016, which vest in three equal remaining installments beginning December 16, 2018, and represent a contingent right to receive one share of Array BioPharma Inc. common stock. The grant of these RSUs were previously reported on a Table II of a form 4 filed by the reporting person.
(9) Consists of RSUs awarded to the reporting person for no additional cash consideration each of which represent a contingent right to receive one share of Array BioPharma Inc. common stock. The RSUs vest and will be settled in stock in four equal annual installments beginning on December 16, 2018.

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