Sec Form 13D Filing - BROADWOOD PARTNERS L.P. filing for STAAR SURGICAL CO (STAA) - 2021-01-28

Neal C. Bradsher

c/o Broadwood Capital, Inc.

142 West 57^th Street, 11^th Floor

New York, New York 10019

(212) 508-5735

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

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The name of the issuer is STAAR Surgical Company, a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 25651 Atlantic Ocean Drive, Lake Forest, California 92630. This Amendment No. 25 to Schedule 13D relates to the Issuer’s Common Stock, par value $0.01 per share (the "Shares").

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The funds for the purchase of the 9,900,022 Shares beneficially owned by Broadwood Partners came from its working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 9,900,022 Shares beneficially owned by Broadwood Capital came from the working capital of Broadwood Partners, which is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 9,925,922 Shares beneficially owned by Mr. Bradsher came from his personal funds and the working capital of Broadwood Partners. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The Reporting Persons acquired their Shares for investment purposes in a series of transactions beginning in 1994.

Since their twenty-fourth Schedule 13D Amendment filing in August 2020, the Reporting Persons believe that, as a result of further steady and diligent effort, the Issuer's CEO and management team have made further progress toward realizing the Issuer’s substantial long-term global growth opportunity. This progress has resulted in further improvements in business results and greater investor recognition. The Reporting Persons' longstanding belief in the advantages of the Issuer's proprietary technology and the Issuer’s resulting substantial long-term global growth opportunity has not changed.

The Reporting Persons also are pleased with the Issuer's progress over time with respect to corporate governance matters, and believe that shareholder-oriented corporate governance has made a substantial contribution to the Issuer’s overall progress since the Chairman of the Issuer’s board of directors (the “Board”) and two other directors joined the Board in 2014-2016 as a result of dialogue between shareholders and the Board. The Reporting Persons intend to remain in dialogue with members of the Board and other shareholders about the Issuer's corporate governance and strategies for continued long-term shareholder value creation.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate. In that regard, Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Board, other significant shareholders and others regarding alternatives that the Issuer could employ to create significant additional shareholder value over time.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 9,925,922 Shares, constituting 21.5% of the Shares, based upon 46,109,765 Shares outstanding as of the date hereof. Mr. Bradsher has the sole power to vote or direct the vote of 25,900 Shares and the shared power to vote or direct the vote of 9,900,022 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 25,900 Shares and the shared power to dispose or direct the disposition 9,900,022 Shares.

The transactions in the Shares by the Reporting Persons during the past sixty days are set forth on Exhibit B. All of the reported transactions set forth on Exhibit B were open-market transactions entered into by the Broadwood Partners.

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The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein or in a prior Schedule 13D filed by the Reporting Persons in respect of the Issuer.

Exhibit A:          Joint Filing Agreement

Exhibit B:          Schedule of Transactions in the Shares

Broadwood Partners, L.P.*

Broadwood Partners, L.P.