Sec Form 4 Filing - Felberg Craig @ STAAR SURGICAL CO - 2012-03-02

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Felberg Craig
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)
VP, R&D and Clinical Affairs
(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 $ 10.95 24,400 ( 1 ) D
Common Stock 03/02/2012 S 100 D $ 10.96 24,300 ( 1 ) D
Common Stock 03/02/2012 S 100 D $ 11 24,200 ( 1 ) D
Common Stock 03/02/2012 S 100 D $ 11.01 24,100 ( 1 ) D
Common Stock 03/02/2012 S 100 D $ 11.04 24,000 ( 1 ) D
Common Stock 03/02/2012 S 100 D $ 11.07 23,900 ( 1 ) D
Common Stock 03/02/2012 S 100 D $ 1,111 23,800 ( 1 ) D
Common Stock 03/02/2012 S 100 D $ 11.15 23,700 ( 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
Felberg Craig
1911 WALKER AVE
MONROVIA, CA91016
VP, R&D and Clinical Affairs
Signatures
/s/Charles Kaufman as Attorney-in-Fact for Craig Felberg 03/06/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 7,500 Performance Accelerated Restricted Shares of Common Stock (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. Felberg's total beneficial ownership (as defined in rule 13d-3 Under the Exchange Act) is 100,365 shares, which includes 76,665 shares subject to options that have vested or will vest within 60 days of this report and 7,500 PARS. As of the completion of the reported transactions Mr. Felberg also held 33,335 unvested options.

Remarks:
This Statement on Form 4 reports Mr. Felberg's sale of 800 shars of STAAR 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).
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