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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 40)
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STAAR SURGICAL CO (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
852312305 (CUSIP Number) |
Neal C. Bradsher c/o Broadwood Capital, Inc., 156 West 56th Street, 3rd Floor, New York, NY, 10019 (212) 508-5735 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/22/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Broadwood Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,519,491.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Broadwood Capital, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,519,491.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
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| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Neal C. Bradsher | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,545,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Richard T. LeBuhn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,286.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Natalie R. Capasso | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Raymond A. Myers | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 852312305 |
| 1 |
Name of reporting person
Jason J. Martin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
STAAR SURGICAL CO | |
| (c) | Address of Issuer's Principal Executive Offices:
25510 Commercentre Drive, Lake Forest,
CALIFORNIA
, 92630. | |
Item 1 Comment:
This Amendment No. 40 to the Schedule 13D ("Amendment No. 40"), amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on October 12, 2004, (the "Original Schedule 13D," as amended, the "Schedule 13D") with respect to shares of common stock, par value $0.01 per share (the "Shares") of STAAR Surgical Company (the "Issuer"). Capitalized terms used but not otherwise defined in this Amendment No. 40 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented by the addition of the following:
As previously disclosed, the Reporting Persons are engaged in a solicitation to oppose stockholder approval of the Merger Agreement Proposal and the Compensation Proposal at the Special Meeting, which has been adjourned until November 6, 2025. In connection with the Issuer's solicitation and consistent with rights of stockholders of the Issuer under the Merger Agreement and applicable law, Broadwood Partners has determined to exercise its appraisal rights for the 13,519,491 Shares it beneficially owns, of which 100 Shares are held in record name, pursuant to Section 262 of the General Corporation Law of the State of Delaware ("Section 262").
On October 22, 2025 and October 23, 2025, prior to the taking of the vote on the Proposed Merger and at the request of Broadwood Partners, Cede & Co., the stockholder of record for the 13,519,391 Shares beneficially owned by Broadwood Partners, sent a written demand, on behalf of Broadwood Partners, for appraisal of the 13,519,391 Shares to the Issuer in connection with the Proposed Merger to be voted on at the Special Meeting (the "Cede & Co. Appraisal Demand"). Also on October 22, 2025 and October 23, 2025, prior to the taking of the vote on the Proposed Merger, Broadwood Partners sent a written demand for appraisal of the 100 Shares it owns of record to the Issuer in connection with the Proposed Merger to be voted on at the Special Meeting (the "Broadwood Partners Appraisal Demand" and together with the Cede & Co. Appraisal Demand, the "Appraisal Demands").
The submission of the Appraisal Demands will have no effect on the outcome of the stockholder vote on the Merger Agreement Proposal or the Compensation Proposal at the Special Meeting. Broadwood Partners reserves all of its rights related to the Appraisal Demands, including, but not limited to, the right under Section 262 to withdraw the Broadwood Partners Appraisal Demand and to request and cause Cede & Co. to withdraw the Cede & Co. Appraisal Demand at any time prior to, or within 60 days after, the Effective Time (as defined in the Merger Agreement). | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented by the addition of the following:
As a result of the submission of the Appraisal Demands, Broadwood Partners may become entitled to receive payment in cash, constituting the "fair value," in exchange for the 13,519,491 Shares it beneficially owns upon a decree by the Delaware Court of Chancery.
The information set forth in Item 4 of this Amendment No. 40 is incorporated herein by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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