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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
Moore Daniel Jeffrey

(Last) (First) (Middle)
100 CYBERONICS BLVD

(Street)
HOUSTON TX 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2012
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)
Code V Amount (A) or (D) Price
Common Stock 09/14/2012 F 2,508 D (1) 211,061 D
Common Stock 09/14/2012 F 3,344 D (2) 207,717 D
Common Stock 09/14/2012 F 2,146 D (3) 205,571 D
Common Stock 09/17/2012 P 4,000 A $14.72 209,571 D
Common Stock 09/17/2012 S 7,000 (5) D $50.45 (4) 202,571 D
Common Stock 35,630 I Daniel J. Moore 2011 GRAT I
Common Stock 35,630 I Grace M. Moore 2011 GRAT I
Common Stock 14,370 I Grace M. Moore
Common Stock 57,183 I Moore Family 2012 Gift Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase common stock $14.72 09/17/2012 M 4,000 (6) 06/09/2019 Common Stock 4,000 $14.72 263,226 D
Explanation of Responses:
1. The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the September 15, 2012 vesting of 6,880 shares of restricted stock.
2. The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the September 15, 2012 vesting of 9,174 shares of restricted stock.
3. The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the September 15, 2012 vesting of 5,887 shares of restricted stock.
4. Represents weighted average selling price. Securities were sold through approximately 36 separate sales on the transaction date at prices ranging from $50.01 to $50.77. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or any stockholder of the issuer the full information regarding the number of shares and prices at which the transaction was effected.
5. Shares sold pursuant to a Rule 10b5-1 Plan.
6. Reporting Person was granted an option to purchase 40,760 shares of common stock on June 8, 2009. The option is fully vested and expires June 8, 2019. The option was subject to certain vesting and forfeiture requirements in accordance with the terms of the applicable Stock Option Agreement.
Remarks:
/s/ Daniel J. Moore 09/18/2012
** 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 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.