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 *
BROADWOOD PARTNERS LP
   2. Issuer Name and Ticker or Trading Symbol
STAAR SURGICAL CO [STAA] 		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)
C/O BROADWOOD CAPITAL INC., 724 FIFTH AVENUE, 9TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/12/2013
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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)
Code V Amount (A) or (D) Price
Common Stock 12/12/2013   X   700,000 (6) A $ 4 7,101,639 D (1)  
Common Stock 12/12/2013   X   0 A $ 0 7,101,639 I Footnote (2)
Common Stock 12/12/2013   J(7)   214,544 D $ 13.05 6,887,095 D (1)  
Common Stock 12/12/2013   J   0 D $ 0 6,887,095 I Footnote (2)
Common Stock               25,900 D (3)  

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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
Common Stock Warrants $ 4 12/12/2013   X     700,000 (7)   (4) 12/14/2013 Common Stock 700,000 (5) 0 D (1)  
Common Stock Warrants $ 4 12/12/2013   X     0   (4) 12/14/2013 Common Stock 0 (5) 0 I Footnote (2)
Common Stock Warrants $ 4               (4) 06/01/2015 Common Stock 700,000   700,000 D (1)  
Common Stock Warrants $ 4               (4) 06/01/2015 Common Stock 0   700,000 I Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BROADWOOD PARTNERS LP
C/O BROADWOOD CAPITAL INC.
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019		     X    
BRADSHER NEAL C
C/O BROADWOOD CAPITAL INC.
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019		     X    
BROADWOOD CAPITAL INC
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019		     X    

Signatures

 Broadwood Partners, L.P., By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President   12/16/2013
**Signature of Reporting Person Date
 Neal C. Bradsher, /s/ Neal C. Bradsher   12/16/2013
**Signature of Reporting Person Date
 Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President   12/16/2013
**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) These securities are owned by Broadwood Partners, L.P., which is a Reporting Person.
(2) The reported securities are directly owned by Broadwood Partners, L.P. and may be deemed beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners, L.P. and Neal C. Bradsher as President of Broadwood Capital, Inc. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3) These securities are owned by Neal C. Bradsher, who is a Reporting Person.
(4) These warrants are currently exercisable with the underlying common shares issuable 61 days following the exercise date.
(5) These warrants were granted to Broadwood Partners, L.P. on December 14, 2007 pursuant to a warrant agreement between STAAR Surgical Company (the "Issuer") and Broadwood Partners, L.P. (the "Warrant Agreement") as additional consideration for Broadwood Partners, L.P. to enter into a senior promissory note between Broadwood Partners, L.P. and the Issuer on December 14, 2007.
(6) Reflects the cashless exercise of common stock warrants for 700,000 common shares by Broadwood Partners, L.P. Upon conversion and in accordance with the terms and provisions of the Warrant Agreement, Broadwood Partners, L.P. will receive 485,456 common shares issuable on February 11, 2014, with 214,544 common shares withheld by the Issuer to fund the cashless exercise of the warrants.
(7) Reflects 214,544 common shares withheld by the Issuer to fund the cashless exercise of the warrants.

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