X0306 4 2014-06-15 1 0000864683 CYBERONICS INC CYBX 0001269062 SIMPSON RANDAL L 100 CYBERONICS BLVD HOUSTON TX 77058 0 1 0 0 VP Operations Common Stock 2014-06-15 4 A 0 2831 A 45116 D Common Stock 2014-06-15 4 A 0 399 A 45515 D Common Stock 2014-06-15 4 F 0 1334 D 44181 D Common Stock 2014-06-16 4 F 0 256 D 43925 D Common Stock 2014-06-16 4 F 0 256 D 43669 D Option to purchase common stock 57.39 2014-06-15 4 A 0 6437 57.39 A 2024-06-15 Common Stock 6437 74324 D Reporting Person was granted 2831 restricted shares of common stock, one-third of such shares shall vest and forfeiture restrictions thereon to lapse on each of the next three anniversaries of June 15, 2014. The restricted shares are subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement. Reporting Person was granted 399 restricted shares of common stock that vest, as earned, subject to the satisfaction of certain specified targets. The restricted shares are also subject to forfeiture prior to vesting in accordance with the terms of the Performance-Based Restricted Stock Agreement. 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 June 15, 2014 vesting of 4881 shares of restricted stock. 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 June 16, 2014 vesting of 938 shares of performance-based restricted stock. 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 June 16, 2014 vesting of 938 shares of performance-based restricted stock. Reporting person was granted an option to purchase 6437 shares of common stock, 25% of the shares under such option to vest on each of the next four anniversaries of June 15, 2014. The option to purchase such shares is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement. \s\ Randal Simpson 2014-06-18