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 *
Squarer Ron
  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)
CEO
(Last)
(First)
(Middle)
C/O ARRAY BIOPHARMA INC., 3200 WALNUT STREET
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2018
(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 06/27/2018   M   77,881 (1) A $ 0 289,456 D  
Common Stock 06/27/2018   F   34,253 (2) D $ 18.5 255,203 D  
Common Stock 06/27/2018   S(3)   43,628 D $ 17.74 (4) 211,575 D  
Common Stock 06/27/2018   M   140,625 (1) A $ 8.79 352,200 D  
Common Stock 06/27/2018   S(3)   140,625 D $ 18.03 (5) 211,575 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 06/27/2018   M     77,881   (6) 08/18/2018 Common Stock 77,881 $ 0 0 D  
Stock Option (Right to Buy) $ 8.79 06/27/2018   M     140,625   (7) 12/27/2026 Common Stock 140,625 $ 0 421,875 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Squarer Ron
C/O ARRAY BIOPHARMA INC.
3200 WALNUT STREET
BOULDER, CO 80301
      CEO  

Signatures

 Jason Haddock, attorney-in-fact for Ron Squarer   06/29/2018
**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) Represents shares released on vesting of Restricted Stock Units ("RSUs") granted to the reporting person on August 18, 2014. The grant of these RSUs was previously reported on Table II.
(2) Represents shares withheld to satisfy tax withholding obligations of the reporting person.
(3) These trades were made pursuant to a Rule 10b5-1 trading plan.
(4) The price reported for these shares is the weighted average sale price of transactions made at prices from $17.60 to $17.84. Details of actual prices for shares sold are available from the Issuer upon request.
(5) The price reported for these shares is the weighted average sale price of transactions made at prices from $17.35 to $18.79. Details of actual prices for shares sold are available from the Issuer upon request.
(6) RSUs representing 77,881 shares of common stock vested upon the achievement of a second milestone relating to the return of rights to binimetinib to the Issuer on or prior to the fourth anniversary of the grant date, subject to continued service with the Issuer as of the vesting date.
(7) The options vest in four equal annual installments beginning on December 16, 2017.

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