STAAR SURGICAL CO — Director's Dealing 2012

Aug 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAAR SURGICAL CO (STAA)
CIK: 0000718937
Period of Report: 2012-08-20

Reporting Person: GOODMEN WILLIAM WALTER (Global VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-20	Common Stock	M	16667	$4.69	Acquired	31667	Direct
2012-08-20	Common Stock	S	16667	$6.9729	Disposed	15000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-20	Common Stock Options	$4.69	M	16667	Disposed	2020-08-15	Common Stock (16667)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.90 to $7.05, inclusive.

F2: Includes (i) 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; and (ii) 7,500 PARS, subject to forfeiture and vesting in a single installment on March 2, 2015, but subject to accelerated vesting as to 1/3 of the shares each year pursuant to achievement of certain performance criteria.

F3: As of the completion of the reported transactions Mr. Goodmen also held unvested options to purchase 50,001 shares of Common Stock.

F4: The options are part of grant of 50,000 options that first become exercisable as follows: 16,666 shares on 8/16/11, 16,667 shares on 8/16/12 and 16,667 shares on 8/16/13.