SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gesten Samuel J

(Last)

(First)

(Middle)

1911 WALKER AVENUE

(Street)

MONROVIA

91016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/05/2012

3. Issuer Name and Ticker or Trading Symbol
STAAR SURGICAL CO [ STAA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	27,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Options	⁽²⁾	04/01/2022	Common Stock	50,000	$11.02	D

Explanation of Responses:

1. Consists of (i) 20,000 restricted shares of common stock, subject to forfeiture rights, which lapse as to 1/3 of the shares each year on the anniversary of grant date, and (ii) 7,500 Performance Accelerated Restricted Shares of Common Stock (PARS), subject to forfeiture rights, which lapse as to all the PARS on 4/2/15, but subject to accelerated lapse of the forfeiture rights as to 1/3 of the shares each year pursuant to achievement of certain performance criteria.

2. 16,666 options will vest 4/2/13, 16,667 options will vest on 4/2/14, and the remaining 16,667 shares will vest on 4/2/15.

Remarks:

Mr. Gesten assumed the General Counsel role as of 4/5/12 and this form reports his holdings as of that date.

	Samuel J. Gesten	04/10/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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