Sec Form 13D Filing - BROADWOOD PARTNERS L.P. filing for STAAR SURGICAL CO (STAA) - 2018-08-10

Neal C. Bradsher

c/o Broadwood Capital, Inc.

724 Fifth Avenue, 9th Floor

New York, New York 10019

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 Item 1.

 Security and Issuer.

STAAR Surgical Company, Common Stock, par value $0.01 per share (the "Shares")

STAAR Surgical Company

1911 Walker Avenue

Monrovia, California 91016

NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JUNE 28, 2010.

Source and Amount of Funds or Other Consideration.

As of the date hereof Broadwood Partners may be deemed to beneficially own 10,855,179 Shares.

As of the date hereof Broadwood Capital may be deemed to beneficially own 10,855,179 Shares.

As of the date hereof Neal C. Bradsher may be deemed to beneficially own 10,881,079 Shares.

No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The Reporting Persons acquired their Shares of the Issuer for investment purposes.

The Reporting Persons have no plans or proposals which, other than as expressly set forth below, would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Shares of the Issuer ceasing to be authorized to be quoted in the over-the-counter security markets; or (i) causing the Issuer to become eligible for termination of registration pursuan t to Section 12(g)(4) of the Securities Exchange Act of 1934. The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes or transactions in the number of shares they may be deemed to beneficially own.

The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to further improve shareholder value.

The Reporting Persons believe that, as a result of diligent effort, the Issuer's improved management team has made substantial progress in overcoming the Issuer's previous setbacks—thereby addressing many of the obstacles that were preventing the Issuer from realizing its substantial long-term growth opportunity. This progress has begun to result in improved business results and somewhat greater investor recognition. Because of the Reporting Persons' longstanding belief in the Issuer's proprietary technology and substantial long-term growth opportunity, the Reporting Persons increased their ownership of the Issuer's shares from time to time over the last two decades, most recently in 2016.

The Reporting Persons are also encouraged by the Issuer's progress over the last two years with respect to certain corporate governance matters, and recognize the effort that has resulted in the substantial progress that has been made. In particular, the Reporting Persons recognize the strong results achieved by the Issuer's current Board of Directors, particularly since three directors joined the Board in 2014-2016 as a result of dialogue between shareholders and the Board. These three directors have long records of involvement in shareholder-oriented corporate governance and the creation of large amounts of shareholder value over time. The Reporting Persons intend to remain in dialogue with members of the Board and other shareholders about the Issuer's corporate governance and strategies for continued long-term shareholder value creation.

As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 10,855,179 Shares, constituting 24.7% of the Shares of the Issuer, based upon the 43,945,335 Shares outstanding as of August 10, 2018.

Broadwood Capital has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 10,855,179 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,855,179 Shares.

Broadwood Capital specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.

As of the date hereof, Neal C. Bradsher may be deemed to be the beneficial owner of 10,881,079 Shares, constituting 24.8% of the Shares of the Issuer, based upon the 43,945,335 Shares outstanding as of August 10, 2018.

Neal C. Bradsher has the sole power to vote or direct the vote of 25,900 Shares; has the shared power to vote or direct the vote of 10,855,179 Shares; has sole power to dispose or direct the disposition of 25,900 Shares; and has shared power to dispose or direct the disposition of 10,855,179 Shares.

Neal C. Bradsher specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.

N/A

Exhibit A: Joint Filing Agreement