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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1. Name and Address of Reporting Person * Sandor Victor   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) Chief Medical Officer (Last) (First) (Middle) C/O ARRAY BIOPHARMA INC., 3200 WALNUT STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/14/2018 (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 12/16/2018   M   23,346 (1) A $ 0 245,644 D   Common Stock 12/16/2018   F   10,378 (2) D $ 15.97 235,266 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

12/14/2018

A

48,250

(3)

12/20/2022

Common Stock

48,250

$ 0

48,250

D

Stock Option (Right to Buy)

$ 15.97

12/14/2018

A

289,500

(4)

12/16/2028

Common Stock

289,500

$ 0

289,500

D

Restricted Stock Units

$ 0

12/16/2018

M

11,284

(5)

12/16/2020

Common Stock

11,284

$ 0

22,570

D

Restricted Stock Units

$ 0

12/16/2018

M

12,062

(5)

12/17/2021

Common Stock

12,062

$ 0

36,188

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sandor Victor C/O ARRAY BIOPHARMA INC. 3200 WALNUT STREET BOULDER, CO 80301			Chief Medical Officer

Signatures

Jason Haddock, attorney-in-fact for Victor Sandor		12/18/2018
**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)	Shares issued upon settlement of Restricted Stock Units ("RSUs") granted on December 27, 2016 and December 16, 2017, as a result of the vesting of one fourth of such RSUs.
(2)	Represents shares withheld to satisfy tax withholding obligations of the reporting person.
(3)	RSUs awarded to the reporting person for no additional cash consideration and each represents a contingent right to receive one share of common stock. The RSUs vest and will be settled in common stock in four equal annual installments beginning on December 16, 2019.
(4)	The options vest in four equal annual installments beginning on December 16, 2019.
(5)	The RSUs vested and were settled in common stock on December 16, 2018.

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