STAAR SURGICAL CO — Major Shareholding Notification 2014

Nov 4, 2014

SC 13D/A 1 d6209093_13d-a.htm Licensed to: Seward & Kissel LLP Document created using Disclosure Solutions PROFILE 3.0.2.0 Copyright 1995 - 2014 Thomson Reuters Accelus. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 14)

STAAR Surgical Company
(Name of Issuer)

Common Stock
(Title of Class of Securities)

852312305
(CUSIP Number)

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)

November 3, 2014
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ].

CUSIP No. 852312305

1.	NAME OF REPORTING PERSONS
	Broadwood Partners, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) [_]
		(b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.	SOLE VOTING POWER
	0
8.	SHARED VOTING POWER
	7,147,436
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	7,147,436
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	7,147,436
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES	[_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.5%
14.	TYPE OF REPORTING PERSON
	PN

CUSIP No. 852312305

1.	NAME OF REPORTING PERSONS
	Broadwood Capital, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) [_]
		(b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.	SOLE VOTING POWER
	0
8.	SHARED VOTING POWER
	7,147,436
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	7,147,436
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	7,147,436
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		[_]
	18.5%
14.	TYPE OF REPORTING PERSON
	CO, IA

CUSIP No. 852312305

1.	NAME OF REPORTING PERSONS
	Neal C. Bradsher
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) [_]
		(b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	WC, AF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.	SOLE VOTING POWER
	25,900
8.	SHARED VOTING POWER
	7,147,436
9.	SOLE DISPOSITIVE POWER
	25,900
10.	SHARED DISPOSITIVE POWER
	7,147,436
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	7,173,336
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES	[_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.6%
14.	TYPE OF REPORTING PERSON
	IN

CUSIP No. 852312305

Item 1.
STAAR Surgical Company, Common Stock, par value $0.01 per share (the "Shares") STAAR Surgical Company 1911 Walker Avenue Monrovia, California 91016

Item 2.	Identity and Background.
	NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JUNE 28, 2010.
Item 3.	Source and Amount of Funds or Other Consideration.
	As of the date hereof Broadwood Partners may be deemed to beneficially own 7,147,436 Shares. As of the date hereof Broadwood Capital may be deemed to beneficially own 7,147,436 Shares. As of the date hereof Neal C. Bradsher may be deemed to beneficially own 7,173,336 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.

Item 4.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JUNE 28, 2010.

Item 5.	Interest in Securities of the Issuer.
(a, b)	As of the date hereof, Broadwood Partners may be deemed to be the beneficial owner of 7,147,436 Shares, constituting 18.5% of the Shares of the Issuer, based upon the 38,593,330 Shares deemed outstanding as of July 24, 2014.
	Broadwood Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 7,147,436 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 7,147,436 Shares.
(a, b)	As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 7,147,436 Shares, constituting 18.5% of the Shares of the Issuer, based upon the 38,593,330 Shares deemed outstanding as of July 24, 2014. 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 7,147,436 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 7,147,436 Shares. Broadwood Capital specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
(a, b)	As of the date hereof, Neal C. Bradsher may be deemed to be the beneficial owner of 7,173,336 Shares, constituting 18.6% of the Shares of the Issuer, based upon the 38,593,330 Shares deemed outstanding as of July 24, 2014. 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 7,147,436 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 7,147,436 Shares. Neal C. Bradsher specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
(c)	The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons in the past 60 days are set forth in Exhibit B and all such transactions were effected in open market transactions.

Item 6.
to Securities of the Issuer.
N/A

Item 7.
Exhibit A: Joint Filing Agreement. Exhibit B: Transactions by the Reporting Persons during the past 60 Days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BROADWOOD PARTNERS, L.P.
By:	Broadwood Capital, Inc.
By:	/s/ Neal C. Bradsher
Name:	Neal C. Bradsher
Title:	President
BROADWOOD CAPITAL, INC.*
By:	/s/ Neal C. Bradsher
Name:	Neal C. Bradsher
Title:	President
/s/ Neal C. Bradsher
NEAL C. BRADSHER *
November 4, 2014

• The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

Joint Filing Agreement

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of STAAR Surgical Company.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Executed this 4th day of November, 2014.

BROADWOOD PARTNERS, L.P.
By:	Broadwood Capital, Inc.
By:	/s/ Neal C. Bradsher
Name:	Neal C. Bradsher
Title:	President
BROADWOOD CAPITAL, INC.
By:	/s/ Neal C. Bradsher
Name:	Neal C. Bradsher
Title:	President
/s/ Neal C. Bradsher
NEAL C. BRADSHER

Exhibit B

Transactions by the Reporting Persons during the past 60 Days

TRANSACTIONS IN THE SHARES

TRANSACTIONS BY BROADWOOD PARTNERS

Date of Transaction	Number of Shares Purchase/(Sold)	Price of Shares
10/31/2014	83,441	$9.3222 1
11/3/2014	122,900	$ 9.2296 2
11/4/2014	54,000	$8.9275 3

1 This constitutes the weighted average purchase price. The prices range from $8.91 to $9.49. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

2 This constitutes the weighted average purchase price. The prices range from $8.89 to $9.49. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

3 This constitutes the weighted average purchase price. The prices range from $8.88 to $8.95. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.