SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SIMPSON RANDAL L

(Last)

(First)

(Middle)

100 CYBERONICS BLVD

(Street)

HOUSTON

77058

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYBERONICS INC [ CYBX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Operations

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2010

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/17/2010		A		10,000	A	$15.7	45,319	D
Common Stock	06/17/2010		A		583	A	$12.45	45,902	D
Common Stock	06/17/2010		A		417	A	$14.51	46,319	D
Common Stock	06/17/2010		A		666	A	$9.96	46,985	D
Common Stock	06/17/2010		A		9,334	A	$14.78	56,319	D
Common Stock	06/17/2010		A		14,500	A	$13.88	70,819	D
Common Stock	06/17/2010		S		21,200	D	$23.9	49,619	D
Common Stock	06/17/2010		S		2,225	D	$23.91	47,394	D
Commom Stock	06/17/2010		S		908	D	$23.92	46,486	D
Common Stock	06/17/2010		S		369	D	$23.93	46,117	D
Common Stock	06/17/2010		S		100	D	$23.95	46,017	D
Common Stock	06/18/2010		S		8,598	D	$23.98	37,419	D
Common Stock	06/18/2010		S		100	D	$23.99	37,319	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase common stock	$15.7	06/17/2010		M			10,000	⁽¹⁾	10/10/2011	Commom Stock	10,000	⁽¹⁾	184,439	D
Option to purchase common stock	$12.45	06/17/2010		M			583	⁽²⁾	01/24/2012	Common Stock	583	⁽²⁾	183,856	D
Option to purchase common stock	$14.51	06/17/2010		M			417	⁽³⁾	01/24/2012	Common Stock	417	⁽³⁾	183,439	D
Option to purchase common stock	$9.96	06/17/2010		M			666	⁽⁴⁾	07/24/2012	Common Stock	666	⁽⁴⁾	182,773	D
Option to purchase common stock	$14.78	06/17/2010		M			9,334	⁽⁵⁾	07/24/2012	Common Stock	9,334	⁽⁵⁾	173,439	D
Option to purchase common stock	$13.88	06/17/2010		M			14,500	⁽⁶⁾	08/18/2014	Common Stock	14,500	⁽⁶⁾	158,939	D

Explanation of Responses:

1. Reporting Person was granted an option to purchase 10,000 shares of common stock at a price of $15.70 per share on October 10, 2001. The option is fully vested and expires on October 10, 2011. This option was subject to certain vesting and forfeiture requirements in accordance with the terms of the applicable Stock Option Agreement.

2. Reporting Person was granted an option to purchase 583 shares of common stock at a price of $12.45 per share on January 24, 2002. The option is fully vested and expires on January 24, 2012. This option was subject to certain vesting and forfeiture requirements in accordance with the terms of the applicable Stock Option Agreement.

3. Reporting Person was granted an option to purchase 417 shares of common stock at a price of $14.51 per share on January 24, 2002. The option is fully vested and expires on January 24, 2012. This option was subject to certain vesting and forfeiture requirements in accordance with the terms of the applicable Stock Option Agreement.

4. Reporting Person was granted an option to purchase 10,666 shares of common stock at a price of $9.96 per share on July 24, 2002. The option is fully vested and expires on July 24, 2012. This option was subject to certain vesting and forfeiture requirements in accordance with the terms of the applicable Stock Option Agreement.

5. Reporting Person was granted an option to purchase 9,334 shares of common stock at a price of $14.78 per share on July 24, 2002. The option is fully vested and expires on July 24, 2012. This option was subject to certain vesting and forfeiture requirements in accordance with the terms of the applicable Stock Option Agreement.

6. Reporting Person was granted an option to purchase 29,500 shares of common stock at a price of $13.88 per share on August 18, 2004. The option is fully vested and expires on August 18, 2014. This option was subject to certain vesting and forfeiture requirements in accordance with the terms of the applicable Stock Option Agreement.

Remarks:

	/s/ Randal L. Simpson	06/22/2010
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.