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 * Williams Patrick F. 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)
Chief Financial Officer
(Last)         (First)         (Middle)
25651 ATLANTIC OCEAN DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
8/10/2020
(Street)
LAKE FOREST, CA 
(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  8/10/2020    A    30727  A $0.00  30727 (1) D   

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

Explanation of Responses:
(1)  Award of 30,727 Restricted Stock Units of Common Stock (RSU), subject to forfeiture rights. Regarding half of the RSUs, 15,363, 1/3 of the shares (5121) will vest on 8/10/21, 1/3 of the shares (5121) will vest on 8/10/22, and 1/3 of the shares (5121) will vest on 8/10/23. Regarding the other half of the RSUs, 15,364, they may vest based on achievement of pre-established, quantitative corporate financial performance metrics.

Remarks:
This Form 4 reflects the equity grant to Mr. Williams related to his appointment as Chief Financial Officer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Williams Patrick F.
25651 ATLANTIC OCEAN DRIVE
LAKE FOREST, CA 


Chief Financial Officer

Signatures
/s/ Samuel Gesten as attorney-in-fact for Patrick F. Williams 8/11/2020
**Signature of Reporting Person Date