X0306 4 2012-12-04 0 0000864683 CYBERONICS INC CYBX 0001218000 BROWNE GREGORY H 100 CYBERONICS BLVD HOUSTON TX 77058 0 1 0 0 SR VP Finance & CFO Common Stock 2012-12-04 4 P 0 2958 19.39 A 104549 D Common Stock 2012-12-04 4 P 0 1 14.72 A 104550 D Common Stock 2012-12-04 4 P 0 7572 24.33 A 112122 D Common Stock 2012-12-04 4 S 0 10531 51.8845 D 101591 D Common Stock 2012-12-04 4 G 0 2000 D 99591 D Option to purchase common stock 19.39 2012-12-04 4 M 0 2958 19.39 A 2018-06-16 Common Stock 2958 52510 D Option to purchase common stock 14.72 2012-12-04 4 M 0 1 14.72 A 2019-06-08 Common Stock 1 52509 D Option to purchase common stock 24.33 2012-12-04 4 M 0 7572 24.33 A 2020-06-15 Common Stock 7572 41979 D Represents weighted average selling price. Securities were sold through approximately 21 separate sales on the transaction date at prices ranging from $51.82 to $52.9750. 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 25,914 shares of commmon stock on June 16, 2008. The option is fully vested and expires June 16, 2018. 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 22,682 shares of commmon 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. Reporting Person was granted an option to purchase 17,016 shares of commmon stock, 25% of the shares under such option to vest on each of the anniversaries of June 15, 2010. The option to purchase such shares is subject to forfeiture prior to vesting in accordance with the terms of the applicable Stock Option Agreement. Reporting Person gifted the reported shares to UBS Donor Advised Fund. /s/ Gregory H. Browne 2012-12-06