X0304 4 2012-03-06 0 0000864683 CYBERONICS INC CYBX 0001269062 SIMPSON RANDAL L 100 CYBERONICS BLVD HOUSTON TX 77058 0 1 0 0 VP Operations Common Stock 2012-03-06 4 A 0 25000 18.94 A 79116 D Common Stock 2012-03-06 4 A 0 14933 26.49 A 94049 D Common Stock 2012-03-06 4 A 0 49067 27.35 A 143116 D Common Stock 2012-03-06 4 S 0 89000 37.2667 D 54116 D Option to purchase common stock 18.94 2012-03-06 4 M 0 25000 A 2013-06-02 Common Stock 25000 143701 D Option to purchase Common Stock 26.49 2012-03-06 4 M 0 14933 A 2013-10-27 Common Stock 14933 128768 D Option to purchase Common Stock 27.35 2012-03-06 4 M 0 49067 A 2013-10-27 Common Stock 49067 79701 D Represents weighted average selling price. Securities were sold through approximately 9 separate sales on the transaction date at prices ranging from $37.2138 to $37.55. 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. Reporting Person was granted an option to purchase 25,000 shares of common stock on June 2, 2003. The option is fully vested and expires June 2, 2013. The option was subject to certain vesting and forfeiture requirements in accordance with the terms of the applicable Stock Option Agreement. Reporting Person was granted an option to purchase 14,933 shares of common stock on October 27, 2003. The option is fully vested and expires October 27, 2013. The option was subject to certain vesting and forfeiture requirements in accordance with the terms of the applicable Stock Option Agreement. Reporting Person was granted an option to purchase 49,067 shares of common stock on October 27, 2003. The option is fully vested and expires October 27, 2013. The option was subject to certain vesting and forfeiture requirements in accordance with the terms of the applicable Stock Option Agreement. /s/ Randal L. Simpson 2012-03-08