Edgar Filing: CYBERONICS INC

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ADVANCED NEUROMODULATION SYSTEMS INC

2. Issuer Name and Ticker or Trading Symbol
CYBERONICS INC [CYBX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

6901 PRESTON ROAD,

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2005

(Street)

PLANO, TX 75024

4. If Amendment, Date Original Filed(Month/Day/Year)
02/16/2005

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2005⁽¹⁾		S		50,000	D	$ 40.3	3,103,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		25,000	D	$ 39.73	3,078,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		60,000	D	$ 39.84	3,018,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		25,000	D	$ 39.83	2,993,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		20,000	D	$ 39.4	2,973,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		20,000	D	$ 39.17	2,953,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		10,000	D	$ 39.135	2,943,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		20,000	D	$ 39	2,923,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		30,000	D	$ 38.84	2,893,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		30,000	D	$ 38.84	2,863,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		30,000	D	$ 38.7	2,833,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		30,000	D	$ 38.72	2,803,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		40,000	D	$ 38.55	2,763,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		30,000	D	$ 38.5	2,733,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		20,000	D	$ 38.34	2,713,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		50,000	D	$ 38.32	2,663,000	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	02/15/2005⁽¹⁾		S		20,000	D	$ 38.15	2,643,000	I ⁽²⁾	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ADVANCED NEUROMODULATION SYSTEMS INC 6901 PRESTON ROAD PLANO, TX 75024		X
SPAC Acquisition Corp. 103 FOULK ROAD SUITE 202 WILMINGTON, DE 19803		X

Signatures

/s/ F. ROBERT MERRILL III, Vice President, Chief Financial Officer and Treasurer on behalf of Advanced Neuromodulation Systems, Inc.		02/22/2005
^**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)	This amended Form 4 correctly reports the sale transactions as occurring on February 15, 2005, not February 14, 2005 as previously reported.
(2)	The reported securities were originally purchased by Advanced Neuromodulation Systems, Inc. ("ANS") on August 12 and 13, 2004, and, effective as of February 4, 2005, ANS contributed these securities to its wholly-owned subsidary, SPAC Acquisition Corp. ("SPAC"). Therefore, SPAC is the direct beneicial owner, and ANS is the indirect beneficial owner, of the reported securities.
Remarks: This amended Form 4 correctly indicates a joint filing by ANS and SPAC and corrects the Form 4 filed on February 16, 2005 to include SPAC as a reporting person with respect to the sale transactions reported therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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