Statement of Changes in Beneficial Ownership (4)

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 * ANDREWS DEBORAH J	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) 1/21/2020
(Street) LAKE FOREST, CA 92630 (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	1/21/2020		M		20000	A	$11.00	52101	D
Common Stock	1/21/2020		M		20000	A	$5.34	72101	D
Common Stock	1/21/2020		M		10000	A	$15.54	82101	D
Common Stock	1/21/2020		M		15000	A	$7.35	97101	D
Common Stock	1/21/2020		M		9000	A	$7.36	106101	D
Common Stock	1/21/2020		M		4583	A	$9.30	110684	D
Common Stock	1/21/2020		M		17360	A	$15.25	128044	D
Common Stock	1/21/2020		M		7291	A	$16.15	135335	D
Common Stock	1/21/2020		M		3370	A	$29.80	138705	D
Common Stock	1/21/2020		S		106604	D	$42.20 (1)	32101	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
Common Stock Options	$11.00	1/21/2020		M			20000	(2)(3)	3/1/2022	Common Stock	20000	$0.00	0	D
Common Stock Options	$5.34	1/21/2020		M			20000	(2)	3/3/2023	Common Stock	20000	$0.00	0	D
Common Stock Options	$15.54	1/21/2020		M			10000	(4)	3/6/2024	Common Stock	10000	$0.00	0	D
Common Stock Options	$7.35	1/21/2020		M			15000	(5)	4/6/2025	Common Stock	15000	$0.00	0	D
Common Stock Options	$7.36	1/21/2020		M			9000	(6)	4/3/2026	Common Stock	9000	$0.00	0	D
Common Stock Options	$9.30	1/21/2020		M			4583	(7)	3/20/2027	Common Stock	4583	$0.00	139	D
Common Stock Options	$15.25	1/21/2020		M			17360	(8)	11/12/2027	Common Stock	17360	$0.00	695	D
Common Stock Options	$16.15	1/21/2020		M			7291	(9)	3/14/2028	Common Stock	7291	$0.00	347	D
Common Stock Options	$29.80	1/21/2020		M			3370	(10)	6/13/2021	Common Stock	3370	$0.00	188	D

Explanation of Responses:
(1)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.86 to $42.53, inclusive.
(2)	These stock options became exercisable in three equal annual installments on March 4, 2014, March 4, 2015, and March 4, 2016.
(3)	These stock options became exercisable in three equal annual installments on March 2, 2013, March 2, 2014, and March 2, 2015.
(4)	These stock options became exercisable in three equal annual installments on March 7, 2015, March 7, 2016, and March 7, 2017.
(5)	These stock options became exercisable in three equal annual installments on April 7, 2016, April 7, 2017, and April 7, 2018.
(6)	The options granted became exercisable as follows: 1/3 on 04/04/2017, and the remaining 2/3 of such options shall become exercisable over the following 24 months in equal amounts on a monthly basis. In the event the options do not evenly divide into 24 months, the remaining balance of options granted became exercisable on 04/04/2019.
(7)	The options granted become exercisable as follows: 1/3 on 03/21/2018, and the remaining 2/3 of such options shall become exercisable over the following 24 months in equal amounts on a monthly basis. In the event the options do not evenly divide into 24 months, the remaining balance of options granted shall become exercisable on 03/21/2020.
(8)	The options granted become exercisable as follows: 1/3 on 11/13/2018, and the remaining 2/3 of such options shall become exercisable over the following 24 months in equal amounts on a monthly basis. In the event the options do not evenly divide into 24 months, the remaining balance of options granted shall become exercisable on 11/13/2020.
(9)	The options granted become exercisable as follows: 1/3 on 03/15/2019, and the remaining 2/3 of such options shall become exercisable over the following 24 months in equal amounts on a monthly basis. In the event the options do not evenly divide into 24 months, the remaining balance of options granted shall become exercisable on 03/15/2021.
(10)	The options granted become exercisable as follows: 1/3 on 06/14/2019, and the remaining 2/3 of such options shall become exercisable over the following 24 months in equal amounts on a monthly basis. In the event the options do not evenly divide into 24 months, the remaining balance of options granted shall become exercisable on 06/14/2021.

Remarks: This Form 4 reflects the exercise and sale by Ms. Andrews of Stock Options of the Company pursuant to instructions contained in a pre-established Rule 10b5-1 plan.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ANDREWS DEBORAH J 25651 ATLANTIC OCEAN DRIVE LAKE FOREST, CA 92630			Chief Financial Officer

Signatures
/s/ Samuel Gesten as attorney-in-fact for Deborah Andrews		1/23/2020
**Signature of Reporting Person		Date