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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McBride Daniel G 		2. Issuer Name and Ticker or Trading Symbol

COOPER COMPANIES INC [ COO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, COO & Pres-CooperVision
(Last)          (First)          (Middle)

THE COOPER COMPANIES, INC., 6140 STONERIDGE MALL ROAD, SUITE 590 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/27/2016
(Street)

PLEASANTON, CA 94588
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/27/2016     M    10000   A $42.65   33644   D    
Common Stock   6/27/2016     S    3900   D $164.2355   (1) 29744   D    
Common Stock   6/27/2016     S    6100   D $164.5606   (2) 23644   D    
Common Stock                  2120   I   401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock Options (Right to Buy)   $42.65   6/27/2016     M         10000      (3) 10/24/2017   Common Stock   10000   $0   20000   D    

Explanation of Responses:
( 1)  Sale price represents an average sale price between $163.50 and $164.49.
( 2)  Sale price represents an average sale price between $164.50 and $164.66.
( 3)  One-fourth shall vest on the earlier of (a) 10/25/08 or (b) when the average closing price reaches $47.77; one-fourth shall vest on the earlier of (a) 10/25/09 or (b) when the average closing price reaches $51.18; one-fourth shall vest on the earlier of (a) 10/25/10 or (b) when the average closing price reaches $55.45; and one-fourth shall vest on the earlier of (a) 10/25/11 or (b) when the average closing price reaches $59.71. Average Closing Price is defined as the average of the closing prices of a share of common stock of the Company on the New York Stock Exchange (composite quotations, rounded to the nearest whole cent) for the days on which the common stock is so traded, during any 30 consecutive calendar day period commencing on the date the specified stock target is achieved.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McBride Daniel G
THE COOPER COMPANIES, INC.
6140 STONERIDGE MALL ROAD, SUITE 590
PLEASANTON, CA 94588

EVP, COO & Pres-CooperVision

Signatures
/s/ Daniel G. McBride 6/28/2016
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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