Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Verratti Mark
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2011
3. Issuer Name and Ticker or Trading Symbol
CYBERONICS INC [CYBX]
(Last)
(First)
(Middle)
100 CYBERONICS BLVD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Sales
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOUSTON, TX 77058
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,501
D
 
Common Stock (1) 3,750
D
 
Common Stock (2) 2,500
D
 
Common Stock (3) 2,500
D
 
Common Stock (4) 2,500
D
 
Common Stock (5) 1,450
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase common stock   (6) 03/07/2015 Common Stock 50,000 $ (6) D  
Option to purchase common stock   (7) 12/01/2015 Common Stock 2,500 $ (7) D  
Option to purchase common stock   (8) 06/16/2018 Common Stock 7,500 $ (8) D  
Option to purchase common stock   (9) 06/18/2019 Common Stock 5,000 $ (9) D  
Option to purchase common stock   (10) 06/08/2019 Common Stock 5,000 $ (10) D  
Option to purchase common stock   (11) 06/15/2020 Common Stock 3,625 $ (11) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Verratti Mark
100 CYBERONICS BLVD
HOUSTON, TX 77058
      VP Sales  

Signatures

/s/ Mark Verratti 04/11/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Reporting Person was granted 5,000 shares of restricted stock, 25% of the shares under such grant to vest on each of the next four anniversaries of June 18, 2007. The restricted shares are subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement. Reporting Person sold 1,250 shares prior to the date of this report.
(2) Reporting Person was granted 2,500 shares of restricted stock, all of such shares shall vest and all forfeiture restrictions thereon to lapse on June 16, 2011. The restricted shares are subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement.
(3) Reporting Person was granted 2,500 shares of restricted stock, 25% of the shares under such grant to vest on each of the next four anniversaries of June 8, 2009. The restricted shares are subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement.
(4) Reporting Person was granted 2,500 shares of restricted stock, 25% of the shares under such grant to vest on each of the next four anniversaries of June 8, 2009. The restricted shares are subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement.
(5) Reporting Person was granted 1,450 shares of restricted stock, 25% of the shares under such grant to vest on each of the next four anniversaries of June 15, 2010. The restricted shares are subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement.
(6) Reporting person was granted an option to purchase 50,000 shares of common stock at a price of $37.90 per share, vesting upon the grant date of March 7, 2005. The option to purchase such shares is fully vested.
(7) Reporting person was granted an option to purchase 2,500 shares of common stock at a price of $28.21 per share, vesting upon the grant date of December 1, 2005. The option to purchase such shares is fully vested.
(8) Reporting person was granted an option to purchase 7,500 shares of common stock at a price of $19.39 per share, 25% of the shares under such option to vest on each of the next four anniversaries of June 16, 2008. The option to purchase such shares is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement.
(9) Reporting person was granted an option to purchase 5,000 shares of common stock at a price of $14.72 per share, 25% of the shares under such option to vest on each of the next four anniversaries of June 8, 2009. The option to purchase such shares is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement.
(10) Reporting Person was granted an option to purchase 5,000 shares of common stock at a price of $14.72 per share, 25% of the shares under such option to vest on each of the next four anniversaries of June 8, 2009. The option to purchase such shares is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement.
(11) Reporting Person was granted an option to purchase 3,625 shares of common stock at a price of $24.33 per share, 25% of the shares under such option to vest on each of the next four anniversaries of June 15, 2010. The option to purchase such shares is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement.

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