Palo Alto Investors LP – ‘SC 13G/A’ on 2/14/20 re: Staar Surgical Co

On:  Friday, 2/14/20, at 2:21pm ET   ·   Accession #:  1306923-20-9   ·   File #:  5-36017

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Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor   —   Sch. 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Acquisition of              11±    34K 
                Beneficial Ownership by a Passive Investor                       
 2: SC 13G/A    Amendment to Statement of Acquisition of             PDF     88K 
                Beneficial Ownership by a Passive Investor --                    
                STAAR_13G_A9                                                     

‘SC 13G/A’   —   Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor
Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

SCHEDULE 13G                                                                    

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT                         
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED                     
PURSUANT TO RULE 13d-2(b)                                                       

(AMENDMENT NO. 9)*                                                              

STAAR Surgical Co                                                               
(Name of Issuer)                                                                

Common Stock                                                                    
(Title of Class of Securities)                                                  

852312305                                                                       
(CUSIP Number)                                                                  

December 31, 2019                                                               
(Date of Event which Requires Filing of this Statement)                         

Check the appropriate box to designate the rule                                 
pursuant to which this Schedule is filed:                                       

[ X ] Rule 13d-1(b)                                               
[     ] Rule 13d-1(c)                                             
[     ] Rule 13d-1(d)                                             

* The remainder of this cover page shall be filled                              
out for a reporting person's initial                                            
filing on this form with respect to the subject                               
class of securities, and for any                                                
subsequent amendment containing information                                     
which would alter disclosures provided                                          
in a prior cover page.                                                          

The information required on the remainder                                       
of this cover page shall not be deemed                                          
to be "filed" for the purpose of Section                                        
18 of the Securities Exchange Act of                                            
1934 ("Act") or otherwise subject to                                            
the liabilities of that section of the                                          
Act but shall be subject to all                                                 
other provisions of the Act                                                     
(however, see the Notes).                                                       

CUSIP No. 852312305                                                             

13G                                                                             

Page 2 of 10 Pages                                                              

1.                                                                              
NAMES OF REPORTING PERSONS OR                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE                                             
PERSONS (ENTITIES ONLY)                                                       

Patrick Lee, MD                                                                 

2.                                                                              
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                
(see instructions)                                                              

(a) [    ]                                                                      
(b) [ x ]                                                                       
3.                                                                              
SEC USE ONLY                                                                    

4.                                                                              
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
USA                                                                             

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               
5.                                                                              
SOLE VOTING POWER                                                               

0                                                                             

6.                                                                              
SHARED VOTING POWER                                                             

3,778,938                                                                       

7.                                                                              
SOLE DISPOSITIVE POWER                                                          

0                                                                             

8.                                                                              
SHARED DISPOSITIVE POWER                                                        

3,778,938                                                                     

9.                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

3,778,938                                                                       

10.                                                                             
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                
(see instructions) [  ]                                                         

11.                                                                             
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                               

8.47%                                                                           

12.                                                                             
TYPE OF REPORTING PERSON (see instructions)                                     

IN, HC                                                                        

CUSIP No. 852312305                                                             

13G                                                                             

Page 3 of 10 Pages                                                              

1.                                                                              
NAMES OF REPORTING PERSONS OR                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Anthony Joonkyoo Yun, MD                                                        

2.                                                                              
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                
(see instructions)                                                              

(a) [    ]                                                                      
(b) [ x ]                                                                       
3.                                                                              
SEC USE ONLY                                                                    

4.                                                                              
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
USA                                                                           

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               
5.                                                                              
SOLE VOTING POWER                                                               

0                                                                             

6.                                                                              
SHARED VOTING POWER                                                             

3,778,938                                                                       

7.                                                                              
SOLE DISPOSITIVE POWER                                                          

0                                                                             

8.                                                                              
SHARED DISPOSITIVE POWER                                                        

3,778,938                                                                     

9.                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

3,778,938                                                                       

10.                                                                             
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                
(see instructions) [  ]                                                         

11.                                                                             
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                               

8.47%                                                                           

12.                                                                             
TYPE OF REPORTING PERSON (see instructions)                                     

IN, HC                                                                        

CUSIP No. 852312305                                                             

13G                                                                             

Page 4 of 10 Pages                                                              

1.                                                                              
NAMES OF REPORTING PERSONS OR                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Palo Alto Investors LP                                                          

2.                                                                              
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                
(see instructions)                                                              

(a) [    ]                                                                      
(b) [ x ]                                                                       
3.                                                                              
SEC USE ONLY                                                                    

4.                                                                              
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
California                                                                      

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               
5.                                                                              
SOLE VOTING POWER                                                               

0                                                                             

6.                                                                              
SHARED VOTING POWER                                                             

3,778,938                                                                       

7.                                                                              
SOLE DISPOSITIVE POWER                                                          

0                                                                             

8.                                                                              
SHARED DISPOSITIVE POWER                                                        

3,778,938                                                                     

9.                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

3,778,938                                                                     

10.                                                                             
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                
(see instructions) [  ]                                                         

11.                                                                             
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                               

8.47%                                                                         

12.                                                                             
TYPE OF REPORTING PERSON (see instructions)                                     

OO, IA                                                                        

CUSIP No. 852312305                                                             

13G                                                                             

Page 5 of 10 Pages                                                              

1.                                                                              
NAMES OF REPORTING PERSONS OR                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

PAI LLC                                                                         

2.                                                                              
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                
(see instructions)                                                              

(a) [    ]                                                                      
(b) [ x ]                                                                       
3.                                                                              
SEC USE ONLY                                                                    

4.                                                                              
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
California                                                                      

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               
5.                                                                              
SOLE VOTING POWER                                                               

0                                                                             

6.                                                                              
SHARED VOTING POWER                                                             

3,778,938                                                                       

7.                                                                              
SOLE DISPOSITIVE POWER                                                          

0                                                                             

8.                                                                              
SHARED DISPOSITIVE POWER                                                        

3,778,938                                                                     

9.                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

3,778,938                                                                     

10.                                                                             
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                
(see instructions) [  ]                                                         

11.                                                                             
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                               

8.47%                                                                           

12.                                                                             
TYPE OF REPORTING PERSON (see instructions)                                     

OO, IA                                                                        

CUSIP No. 852312305                                                             

13G                                                                             

Page 6 of 10 Pages                                                              

Item 1.                                                                         

(a)                                                                             
Name of Issuer                                                                  

STAAR Surgical Company                                                          

(b)                                                                             
Address of Issuers Principal Executive Offices                                  

1911 Walker Avenue, Monrovia, CA 91016                                          

Item 2.                                                                         

(a)                                                                             
Name of Person Filing                                                           

Palo Alto Investors LP ("PAI")                                                  
PAI LLC (PAI GP)                                                                
Patrick Lee, MD                                                                 
Anthony Joonkyoo Yun, MD                                                        

(collectively, the "Filers").                                                   

(b)                                                                             
The address of the principal place of the Filers is located at:                 

470 University Avenue, Palo Alto, CA 94301                                      

(c)                                                                             
For citizenship of Filers, see Item 4 of the cover sheet for each Filer.      

(d)                                                                             
Title of Class of Securities                                                    

Common Stock                                                                    

(e)                                                                             
CUSIP Number                                                                    

852312305                                                                       

Item 3. If this statement is filed pursuant to 240.13d-1(b) or                  
240.13d-2(b) or (c), check whether the person filing is a:                      

(a)                                                                             
[  ]                                                                            
Broker or dealer registered under section 15 of                                 
the Act (15 U.S.C. 78o).                                                        

(b)                                                                             
[  ]                                                                            
Bank as defined in section 3(a)(6) of the                                       
Act (15 U.S.C. 78c).                                                            

(c)                                                                             
[  ]                                                                            
Insurance company as defined in section 3(a)(19) of                             
the Act (15 U.S.C. 78c).                                                      

(d)                                                                             
[  ]                                                                            
Investment company registered under section 8 of the                            
Investment Company Act of 1940 (15 U.S.C. 80a-8).                               

(e)                                                                             
[x]                                                                             
An investment adviser in accordance                                             
with 240.13d-1(b)(1)(ii)(E);                                                    
(as to PAI)                                                                     

CUSIP No. 852312305                                                             

13G                                                                             

Page 7 of 10 Pages                                                              

(f)                                                                             
[  ]                                                                            
An employee benefit plan or endowment fund                                      
in accordance with 240.13d-1(b)(1)(ii)(F);                                      

(g)                                                                             
[x]                                                                             
A parent holding company or control person in                                   
accordance with 240.13d-1(b)(1)(ii)(G);                                       
(as to Dr. Lee and Dr. Yun)                                                     

(h)                                                                             
[  ]                                                                            
A savings associations as defined in Section 3(b)                               
of the Federal Deposit Insurance Act (12 U.S.C. 1813);                          

(i)                                                                             
[  ]                                                                            
A church plan that is excluded from the definition of an                        
investment company under section 3(c)(14) of the                                
Investment Company Act of 1940 (15 U.S.C. 80a-3);                             

(j)                                                                             
[  ]                                                                            
Group, in accordance with 240.13d-1(b)(1)(ii)(J).                               

CUSIP No. 852312305                                                             

13G                                                                             

Page 8 of 10 Pages                                                              

Item 4. Ownership.                                                              

See Items 5-9 and 11 of the cover page for                                      
each Filer. The number of shares held by the                                    
Filers includes (1) Common Stock that they                                    
hold directly and (2) Common Stock that they                                    
may acquire on conversion of shares of the                                    
Companys Series A Convertible Preferred Stock                                   
(Series A Preferred) that they hold.                                          
Shares of Common Stock are held by Healthcare                                   
Master and Healthcare Master II.                                              

Item 5. Ownership of Five Percent or Less of a Class.                           

N/A                                                                             

Item 6. Ownership of More than Five Percent on Behalf                           
of Another Person.                                                              

PAI is a registered investment adviser and investment                           
adviser of investment limited partnerships, and is                            
the investment adviser to other investment funds.                             
PAI GP is the general partner of investment                                   
limited partnerships. PAIs clients have                                         
the right to receive or the power                                             
to direct the receipt of dividends                                            
from, or the proceeds from the                                                  
sale of, the Stock.                                                           

Item 7. Identification and Classification of the Subsidiary                     
Which Acquired the Security Being Reported on By the                            
Parent Holding Company.                                                         

N/A                                                                             

Item 8. Identification and Classification of Members of the Group.              

Dr. Lee and Dr. Yun co-manage PAI. The Filers are                               
filing this Schedule 13G jointly, but not as                                    
members of a group, and each of them expressly disclaims                        
membership in a group. Each Filer disclaims beneficial o                      
wnership of the Stock except to the extent of that Filers                       
pecuniary interest therein.                                                     

Item 9. Notice of Dissolution of Group.                                         

N/A                                                                             

CUSIP No. 852312305                                                             

13G                                                                             

Page 9 of 10 Pages                                                              

Item 10. Certification.                                                         

By signing below I certify that, to the best of my knowledge                    
and belief, the securities referred to above were not acquired                
and are not held for the purpose of or with the effect of changing              
or influencing the control of the issuer of the securities and were             
not acquired and are not held in connection with or as a                      
participant in any transaction having that purpose or effect.                   

Exhibits.                                                                       

Exhibit A Joint Filing Agreement.                                               

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.                                                     

Dated: February 14, 2020                                                        

PALO ALTO INVESTORS LP                                                          

By: /s/ Angela Nguyen-Dinh, Chief Compliance Officer                            

PAI LLC                                                                         

By: /s/ Patrick Lee, MD                                                         

/s/ Patrick Lee, MD                                                             

/s/ Anthony Joonkyoo Yun, MD                                                    

CUSIP No. 852312305                                                             

13G                                                                             

Page 10 of 10 Pages                                                             

EXHIBIT A                                                                       
AGREEMENT REGARDING JOINT FILING                                                
OF STATEMENT ON SCHEDULE 13D OR 13G                                             

The undersigned agree to file jointly with the Securities and                   
Exchange Commission (the "SEC") any and all statements on                       
Schedule 13D or Schedule 13G (and any amendments or supplements                 
thereto) required under section 13(d) of the Securities Exchange                
Act of 1934, as amended, in connection with purchases and sales               
by the undersigned of the securities of any issuer until such                   
time as the undersigned file with the SEC a statement terminating               
this Agreement Regarding Joint Filing of Statement on Schedule                  
13D or 13G. For that purpose, the undersigned hereby constitute                 
and appoint Palo Alto Investors, LP, a California limited partnership,          
as their true and lawful agent and attorney-in-fact, with full power          
and authority for and on behalf of the undersigned to prepare or              
cause to be prepared, sign, file with the SEC and furnish to any                
other person all certificates, instruments, agreements and documents            
necessary to comply with section 13(d) and section 16(a) of the                 
Securities Exchange Act of 1934, as amended, in connection with                 
said purchases and sales, and to do and perform every act                       
necessary and proper to be done incident to the exercise of                     
the foregoing power, as fully as the undersigned might or                     
could do if personally present, until such time as the undersigned              
file with the SEC a statement terminating this Agreement Regarding              
Joint Filing of Statement on Schedule 13D or 13G.                               

Dated: February 14, 2020                                                        

PALO ALTO INVESTORS LP                                                          

By: /s/ Angela Nguyen-Dinh, Chief Compliance Officer                            

PAI LLC                                                                         

By: /s/ Patrick Lee, MD                                                         

/s/ Patrick Lee, MD                                                             

/s/ Anthony Joonkyoo Yun, MD                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		2/14/20		SC 13D,  SC 13D/A,  SC 13G,  SC 13G/A
		12/31/19
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