STAAR SURGICAL CO — Director's Dealing 2012

May 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAAR SURGICAL CO (STAA)
CIK: 0000718937
Period of Report: 2012-05-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-09	Common Stock	M	6666	$5.49	Acquired	22266	Direct
2012-05-09	Common Stock	S	5815	$10.29	Disposed	16451	Direct
2012-05-09	Common Stock	S	147	$10.31	Disposed	16304	Direct
2012-05-09	Common Stock	S	400	$10.32	Disposed	15904	Direct
2012-05-09	Common Stock	S	200	$10.33	Disposed	15704	Direct
2012-05-09	Common Stock	S	104	$10.34	Disposed	15600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-09	Common Stock Options	$5.49	M	6666	Disposed	2021-03-14	Common Stock (6666)	Direct

Footnotes

F1: Includes (i) 7,500 Performance Accelerated Restricted Shares of Common Stock, 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 Performance Accelerated Restricted Shares of Common Stock, 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; .

F2: The 20,000 options originally granted first become exercisable as follows: 6,666 shares on 3/15/12, 6,667 shares on 3/15/13 and 6,667 shares on 3/15/14.