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 * Todd Donald J   2. Issuer Name and Ticker or Trading Symbol STAAR SURGICAL CO [STAA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Asia/Pacific (Last) (First) (Middle) 1911 WALKER AVE. 3. Date of Earliest Transaction (Month/Day/Year) 11/16/2011 (Street) MONROVIA, CA 91016 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 11/16/2011   M   5,000 A $ 4.69 14,500 (1) D   Common Stock 11/16/2011   S   5,000 D $ 9 9,500 (2) 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

Common Stock Options

$ 4.69

11/16/2011

M

5,000

(3)

08/15/2020

Common Stock

5,000

$ 0

45,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Todd Donald J 1911 WALKER AVE. MONROVIA, CA 91016			President, Asia/Pacific

Signatures

/s/ Charles Kaufman as Attorney-in-Fact for Donald Todd		11/18/2011
**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)	Includes 5,000 shares acquired on the exercise of options on November 16, 2011, 7,500 Performance Accelerated Restricted Shars ("PARS") subject to forfeiture and vesting on March 15, 2014 and 2,000 restricted shares subject to forfeiture and vesting on March 2, 2012.
(2)	Following all reported transactions, Mr. Todd's total beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) is 21,166 shares of Common Stock, which includes 11,666 shares purchasable pursuant to vested options, 7,500 PARS and 2,000 restricted shares. Mr. Todd also holds 53,334 unvested options.
(3)	Of options to purchase 50,000 shares granted on August 16, 2010, 16,667 shares became exercisable on 8/16/11, 16,666 shares become exercisable on 8/16/12 and 16,667shares become exercisable on 8/16/13.
Remarks: This Statement on Form 4 reports Mr. Todd's exercise of options to purchase 5,000 shares of STAAR Surgical Company common stock and sale of the purchased shares on November 16, 2011.

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