STAAR SURGICAL CO — Major Shareholding Notification 2018

Aug 10, 2018

SC 13D/A 1 d7966451_13d-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 23)

STAAR Surgical Company
(Name of Issuer)

Common Stock, par value $0.01 per share
(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)

August 1, 2018
(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 [ ].

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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
	10,855,179
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	10,855,179
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	10,855,179
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES	[_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.7%
14.	TYPE OF REPORTING PERSON
	PN

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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
	10,855,179
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	10,855,179
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	10,855,179
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		[_]
	24.7%
14.	TYPE OF REPORTING PERSON
	CO, IA

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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
	10,855,179
9.	SOLE DISPOSITIVE POWER
	25,900
10.	SHARED DISPOSITIVE POWER
	10,855,179
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	10,881,079
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES	[_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.8%
14.	TYPE OF REPORTING PERSON
	IN, HC

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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 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.

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| Item 4. |
| --- |
| 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 pursuant 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. |

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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 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 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 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.

| (a, b) | 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. |
| --- | --- |
| (a, b) | 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. |
| (c) | There have been no transactions in the Shares by the Reporting Persons during the past 60 days. |

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

Item 7.
Exhibit A: Joint Filing Agreement

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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 *
August 10, 2018

• 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).

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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 10th day of August, 2018.

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

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