Sec Form 4 Filing - BROADWOOD PARTNERS, L.P. @ STAAR SURGICAL CO - 2021-01-26

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 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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1. Name and Address of Reporting Person BROADWOOD PARTNERS, L.P. 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., 142 WEST 57TH STREET, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2021 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/26/2021 S 347,000 D $ 102.33 ( 2 ) 10,342,905 D ( 1 ) Common Stock 01/26/2021 S 0 D $ 0 10,342,905 I Footnote ( 1 ) Common Stock 01/27/2021 S 164,686 D $ 103.99 ( 3 ) 10,178,219 D ( 1 ) Common Stock 01/27/2021 S 0 D $ 0 10,178,219 I Footnote ( 1 ) Common Stock 01/28/2021 S 278,197 D $ 105.83 ( 4 ) 9,900,022 D ( 1 ) Common Stock 01/28/2021 S 0 D $ 0 9,900,022 I Footnote ( 1 ) Common Stock 25,900 D ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROADWOOD PARTNERS, L.P. C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY10019 X BROADWOOD CAPITAL INC 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY10019 X BRADSHER NEAL C C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY10019 X Signatures Broadwood Partners, L.P. By: Broadwood Capital, Inc. By: /s/ Neal C. Bradsher, President 01/28/2021 Signature of Reporting Person Date Broadwood Capital, Inc. By: /s/ Neal C. Bradsher, President 01/28/2021 Signature of Reporting Person Date Neal C. Bradsher /s/ Neal C. Bradsher 01/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. Each Reporting Person disclaims 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. ( 2 )This constitutes the weighted average sale price. The prices range from $96.50 to $105.30. Full information regarding the number of shares sold at each separate price are set forth on Exhibit B to the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on the date hereof, which is incorporated herein by reference. ( 3 )This constitutes the weighted average sale price. The prices range from $100.05 to $106.58. Full information regarding the number of shares sold at each separate price are set forth on Exhibit B to the Schedule 13D/A filed by the Reporting Persons with the SEC on the date hereof, which is incorporated herein by reference. ( 4 )This constitutes the weighted average sale price. The prices range from $100.43 to $108.81. Full information regarding the number of shares sold at each separate price are set forth on Exhibit B to the Schedule 13D/A filed by the Reporting Persons with the SEC on the date hereof, which is incorporated herein by reference. ( 5 )These securities are directly owned by Neal C. Bradsher.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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