Sec Form 4 Filing - Todd Donald J @ STAAR SURGICAL CO - 2012-03-02

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Todd Donald J 2. Issuer Name and Ticker or Trading Symbol STAAR SURGICAL CO [ STAA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Asia/Pacific (Last) (First) (Middle) 1911 WALKER AVE. 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2012 (Street) MONROVIA, CA91016 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/02/2012 S 100 D $ 10.97 9,400 ( 1 ) D Common Stock 03/02/2012 S 100 D $ 10.99 9,300 ( 1 ) D Common Stock 03/02/2012 S 200 D $ 11.01 9,100 ( 1 ) D Common Stock 03/02/2012 S 100 D $ 11.03 9,000 ( 1 ) D Common Stock 03/02/2012 S 100 D $ 11.04 8,900 ( 1 ) D Common Stock 03/02/2012 S 170 D $ 11.15 8,730 ( 1 ) D Common Stock 03/02/2012 S 30 D $ 11.155 8,700 ( 1 ) ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Todd Donald J 1911 WALKER AVE. MONROVIA, CA91016 President, Asia/Pacific Signatures /s/ Charles Kaufman as Attorney-in-Fact for Donald Todd 03/06/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 7,500 Performance Accelerated Restricted Shares ("PARS") subject to forfeiture and vesting in a single installment on March 15, 2014, but subject to accelerated vesting as to 1/3 of the shares each year pursuant to achievement of certain performance criteria. ( 2 )Following all reported transactions, Mr. Todd's total beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) is 20,366 shares of Common Stock, which includes 7,500 PARS and 18,330 shares purchasable pursuant to options that have vested vested or will vest within 60 days of this report. As of the completion of the reported transactions Mr. Todd also held 46,667 unvested options.

Remarks: This Statement on Form 4 reports Mr. Todd's sale of 800 shares of STAAR Surgical Common Stock on March 2, 2012 pursuant to a trading plan under Rule 10b5-1 entered into on December 4, 2011 for the purpose of paying withholding taxes that arise on the vesting of restricted shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.