UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A
THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 14)


STAAR Surgical Company
(Name of Issuer)


Common Stock
(Title of Class of Securities)


852312305
(CUSIP Number)


Neal C. Bradsher
c/o Broadwood Capital, Inc.
724 Fifth Avenue, 9th Floor
New York, New York 10019
 
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)


November 3, 2014
(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [  ].


CUSIP No.
852312305
  
 
1.
NAME OF REPORTING PERSONS
  
 
Broadwood Partners, L.P.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) [_]
   
(b) [X]
     
3.
SEC USE ONLY
  
     
     
4.
SOURCE OF FUNDS
  
     
 
WC
  
     
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
     
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
  
     
 
0
  
     
8.
SHARED VOTING POWER
  
     
 
7,147,436
  
     
9.
SOLE DISPOSITIVE POWER
     
 
0
  
     
10.
SHARED DISPOSITIVE POWER
  
     
 
7,147,436
  
     
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
     
 
7,147,436
  
     
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
 
CERTAIN SHARES
[_]
     
     
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
18.5%
  
     
14.
TYPE OF REPORTING PERSON
  
     
 
PN
  



CUSIP No.
852312305
  
 
1.
NAME OF REPORTING PERSONS
  
     
 
Broadwood Capital, Inc.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
4.
SOURCE OF FUNDS
  
     
 
AF
  
     
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
     
     
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
New York
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
7.
SOLE VOTING POWER
  
     
 
0
  
     
8.
SHARED VOTING POWER
  
     
 
7,147,436
  
     
9.
SOLE DISPOSITIVE POWER
     
 
0
  
     
10.
SHARED DISPOSITIVE POWER
  
     
 
7,147,436
  
     
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
     
 
7,147,436
  
     
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
 
CERTAIN SHARES
  
     
     
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
   
[_]
 
18.5%
  
     
14.
TYPE OF REPORTING PERSON
  
     
 
CO, IA
  

 
CUSIP No.
852312305
  
 
1.
NAME OF REPORTING PERSONS
  
     
 
Neal C. Bradsher
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)  [_]
   
(b)  [X]
3.
SEC USE ONLY
  
     
     
4.
SOURCE OF FUNDS
  
     
 
WC, AF, OO
  
     
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
     
     
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States of America
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
     
7.
SOLE VOTING POWER
  
     
 
25,900
  
     
8.
SHARED VOTING POWER
  
     
 
7,147,436
  
     
9.
SOLE DISPOSITIVE POWER
     
 
25,900
  
     
10.
SHARED DISPOSITIVE POWER
  
     
 
7,147,436
  
     
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
     
 
7,173,336
  
     
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
 
CERTAIN SHARES
[_]
     
     
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
18.6%
  
     
14.
TYPE OF REPORTING PERSON
  
     
 
IN
  

 
CUSIP No.
852312305
  
 
Item 1.
Security and Issuer.
   
 
STAAR Surgical Company, Common Stock, par value $0.01 per share (the "Shares")
 
     STAAR Surgical Company
     1911 Walker Avenue
     Monrovia, California 91016
 

Item 2.
Identity and Background.
   
 
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JUNE 28, 2010.
 
     
Item 3.
Source and Amount of Funds or Other Consideration.
 
 
As of the date hereof Broadwood Partners may be deemed to beneficially own 7,147,436 Shares.
 
As of the date hereof Broadwood Capital may be deemed to beneficially own 7,147,436 Shares.
 
As of the date hereof Neal C. Bradsher may be deemed to beneficially own 7,173,336 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.

Item 4.
Purpose of Transaction.
   
 
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JUNE 28, 2010.
 
 

 
Item 5.
Interest in Securities of the Issuer.
   
(a, b)
As of the date hereof, Broadwood Partners may be deemed to be the beneficial owner of 7,147,436 Shares, constituting 18.5% of the Shares of the Issuer, based upon the 38,593,330 Shares deemed outstanding as of July 24, 2014.
   
 
Broadwood Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 7,147,436 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 7,147,436 Shares.
   
(a, b)
As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 7,147,436 Shares, constituting 18.5% of the Shares of the Issuer, based upon the 38,593,330 Shares deemed outstanding as of July 24, 2014.
 
Broadwood Capital has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 7,147,436 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 7,147,436 Shares.
 
Broadwood Capital specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
   
(a, b)
As of the date hereof, Neal C. Bradsher may be deemed to be the beneficial owner of 7,173,336 Shares, constituting 18.6% of the Shares of the Issuer, based upon the 38,593,330 Shares deemed outstanding as of July 24, 2014.
 
Neal C. Bradsher has the sole power to vote or direct the vote of 25,900 Shares; has the shared power to vote or direct the vote of 7,147,436 Shares; has sole power to dispose or direct the disposition of 25,900 Shares; and has shared power to dispose or direct the disposition of 7,147,436 Shares.
 
Neal C. Bradsher specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
   
(c)
The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons in the past 60 days are set forth in Exhibit B and all such transactions were effected in open market transactions.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
 
to Securities of the Issuer.
 
 
N/A
 
   

Item 7.
Material to be Filed as Exhibits.
   
 
Exhibit A: Joint Filing Agreement.
 
Exhibit B: Transactions by the Reporting Persons during the past 60 Days.
 
 
   


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


 
BROADWOOD PARTNERS, L.P.
 
By:
Broadwood Capital, Inc.
   
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
     
     
 
BROADWOOD CAPITAL, INC.*
   
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
     
     
 
/s/ Neal C. Bradsher
 
NEAL C. BRADSHER *
   
 
November 4, 2014

* The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


Exhibit A
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of STAAR Surgical Company.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Executed this 4th day of November, 2014.
 
BROADWOOD PARTNERS, L.P.
 
By:
Broadwood Capital, Inc.
   
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
     
     
 
BROADWOOD CAPITAL, INC.
   
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
     
   
 
/s/ Neal C. Bradsher
 
NEAL C. BRADSHER



Exhibit B

 
Transactions by the Reporting Persons during the past 60 Days

TRANSACTIONS IN THE SHARES
 
TRANSACTIONS BY BROADWOOD PARTNERS

Date of Transaction
  
Number of Shares Purchase/(Sold)
  
Price of Shares
         
10/31/2014
  
83,441
  
$9.32221
         
11/3/2014
  
122,900
  
$9.22962
         
11/4/2014
  
54,000
  
$8.92753




1 This constitutes the weighted average purchase price. The prices range from $8.91 to $9.49.  The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
2 This constitutes the weighted average purchase price. The prices range from $8.89 to $9.49.  The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
3 This constitutes the weighted average purchase price. The prices range from $8.88 to $8.95.  The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.