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 *
  Gutedel Jacques
2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2015
3. Issuer Name and Ticker or Trading Symbol
CYBERONICS INC [LIVN]
(Last)
(First)
(Middle)
5 MERCHANT SQUARE, NORTH WHARF ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President Intercontinental
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LONDON, X0 W2 1AY
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 14,948
D
 
Common Stock 2,992 (1)
D
 
Common Stock 2,992 (2)
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   (3) 10/19/2020 Common Stock 52,473 $ 69.39 D  
Option to purchase common stock 10/19/2015 10/19/2018 Common Stock 8,072 $ 51.34 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gutedel Jacques
5 MERCHANT SQUARE
NORTH WHARF ROAD
LONDON, X0 W2 1AY
      President Intercontinental  

Signatures

Taylor Pollock, as POA 10/22/2015
**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 restricted stock units ("RSUs"), all of such RSUs shall vest and all forfeiture restrictions thereon to lapse on February 26, 2016.
(2) Reporting Person was granted restricted stock units ("RSUs"), all of such RSUs shall vest and all forfeiture restrictions thereon to lapse on February 27, 2017.
(3) Reporting Person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the SAR Agreement, the SARs shall vest in equal installments of 50% on each of the first two anniversaries of the grant date, October 19, 2015. Payment of such amount shall be in cash, shares (based on their Fair Market Value as of the date the SAR is exercised) or a combination of both, as determined by the Administrator.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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