Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Moore Daniel Jeffrey
  2. Issuer Name and Ticker or Trading Symbol
CYBERONICS INC [CYBX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
100 CYBERONICS BLVD
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2013
(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 03/15/2013   M   4,000 A $ 19.39 174,190 D  
Common Stock 03/15/2013   S   7,000 (1) D $ 46.546 (2) 167,190 D  
Common Stock 03/15/2013   F   5,963 D (3) 161,227 D  
Common Stock 03/15/2013   F   2,470 D (4) 158,757 D  
Common Stock               35,630 I Daniel J. Moore 2011 GRAT I
Common Stock               35,630 I Grace M. Moore 2011 GRAT I
Common Stock               39,183 I Moore Family 2012 Gift Trust
Common Stock               28,086 I DJM Family Partnership, Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 03/15/2013   M   4,000     (5) 06/16/2018 Common Stock 4,000 $ 19.39 239,226 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Moore Daniel Jeffrey
100 CYBERONICS BLVD
HOUSTON, TX 77058
  X     President & CEO  

Signatures

 /s/ Daniel J. Moore   03/19/2013
**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) Shares sold pursuant to 10b5-1 Plan.
(2) Represents weighted average selling price. Securities were sold through approximately 45 separate sales on the transaction date at prices ranging from $46.05 to $47.66. 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.
(3) 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 March 15, 2013 vesting of 19,112 shares of restricted stock.
(4) 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 March 15, 2013 vesting of 5,888 shares of restricted stock.
(5) Reporting person was granted an option to purchase 75,000 shares of common stock on June 16, 2008. The option is fully vested and expires June 16, 2018. The option is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement.

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