FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Alch Darren   2. Issuer Name and Ticker or Trading Symbol CYBERONICS INC [CYBX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP & Asst Secretary (Last) (First) (Middle) 100 CYBERONICS BLVD 3. Date of Earliest Transaction (Month/Day/Year) 12/27/2011 (Street) HOUSTON, TX 77058 4. If Amendment, Date 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 (City) (State) (Zip) 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 12/27/2011   A   750 A $ 19.39 19,579 D   Common Stock 12/27/2011   A   1,000 A $ 14.72 20,579 D   Common Stock 12/27/2011   A   625 A $ 14.72 21,204 D   Common Stock 12/27/2011   S   2,375 D $ 34.0947 18,829 D

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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 Underlying Securities (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 of Derivative Security: 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

$ 19.39

12/27/2011

M

750

(1)

06/16/2018

common stock

750

(1)

51,528

D

Option to purchase common stock

$ 14.72

12/27/2011

M

1,000

(2)

06/08/2019

Common Stock

1,000

(2)

50,528

D

Option to purchase common stock

$ 14.72

12/27/2011

M

625

(3)

06/08/2019

Common Stock

625

(3)

49,903

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Alch Darren 100 CYBERONICS BLVD HOUSTON, TX 77058			VP & Asst Secretary

Signatures

/s/ Darren W. Alch		12/29/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reporting Person was granted an option to purchase 3,000 shares of common stock at a price of $19.39 per share on June 16, 2008, 25% of the shares under such option to vest on each of the four anniversaries of June 16, 2008. The option to purchase such shares expires on June 16, 2018 and is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement.
(2)	Reporting Person was granted an option to purchase 4,000 shares of common stock at a price of $14.72 per share on June 8, 2009, 25% of the shares under such option to vest on each of the four anniversaries of June 8, 2009. The option to purchase such shares expires on June 8, 2019 and is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement.
(3)	Reporting Person was granted an option to purchase 2,500 shares of common stock at a price of $14.72 per share on June 8, 2009, 25% of the shares under such option to vest on each of the four anniversaries of June 8, 2009. The option to purchase such shares expires on June 8, 2019 and is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement.

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