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 *

Moore Daniel Jeffrey 		2. Issuer Name and Ticker or Trading Symbol

CYBERONICS INC [ CYBX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

100 CYBERONICS BLVD 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2015
(Street)

HOUSTON, TX 77058
(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   6/15/2015     S (1)    2500   (2) D $61.3424   113824   D    
Common Stock   6/15/2015     F    5781   (3) D $61.76   108043   D    
Common Stock   6/15/2015     F    2436   (4) D $61.76   105607   D    
Common Stock   6/15/2015     F    697   (5) D $61.76   104910   D    
Common Stock   6/15/2015     F    1046   (6) D $61.76   103864   D    
Common Stock   6/15/2015     F    559   (7) D $61.76   103305   D    
Common Stock   6/15/2015     D    3326   (8) D $0.00   99979   D    
Common Stock   6/15/2015     D    1663   (9) D $0.00   98316   D    
Common Stock                  2586   I   DJM Family Partnership  

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
Phantom Stock Units   $61.76   6/15/2015     M         4587   (10)   6/15/2015   6/15/2015   Common Stock   4587     (10) 190173   D    
Phantom Stock Units   $61.76   6/15/2015     M         6881   (11)   6/15/2015   6/15/2015   Common Stock   6881     (11) 183292   D    
Phantom Stock Units   $0   6/15/2015     D         13763   (12)   6/15/2015   6/15/2015   Common Stock   13763   $0.00   169529   D    

Explanation of Responses:
( 1)  Shares sold pursuant to a Rule 10b5-1 Plan.
( 2)  Represents weighted average selling price. Securities were sold through approximately 33 separate sales on the transaction date at prices ranging from $60.35 to $61.79. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or any stockholder of the issuer, the full information regarding the number of shares and prices at which the transaction was effected.
( 3)  The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the vesting of 13,781 shares of restricted stock.
( 4)  The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the vesting of 5,808 shares of restricted stock.
( 5)  The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the vesting of 1,663 shares of performance based restricted stock.
( 6)  The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the vesting of 2,495 shares of performance based restricted stock.
( 7)  The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the vesting of 1,333 shares of performance based restricted stock.
( 8)  Reporting Person did not meet specific performance goals in accordance with the terms of the Performance-Based Restricted Stock Agreement dated June 15, 2011. Therefore, subject restricted shares are forfeited prior to vesting in accordance with the terms of the Performance-Based Restricted Stock Agreement.
( 9)  Reporting Person did not meet specific performance goals in accordance with the terms of the Performance-Based Restricted Stock Agreement dated June 15, 2011. Therefore, subject restricted shares are forfeited prior to vesting in accordance with the terms of the Performance-Based Restricted Stock Agreement.
( 10)  Reporting Person was granted an award of Phantom Stock Units that vest, as earned, subject to the satisfaction of certain specified targets as set forth in the Phantom Stock Agreement dated September 15, 2011. Subject to the Phantom Stock Agreement, the Phantom Stock Units may be settled in cash or shares of Cyberonics, Inc. common stock as determined by the Plan Administrator. Reporting Person settled the phantom stock units in cash.
( 11)  Reporting Person was granted an award of Phantom Stock Units that vest, as earned, subject to the satisfaction of certain specified targets as set forth in the Phantom Stock Agreement dated September 15, 2011. Subject to the Phantom Stock Agreement, the Phantom Stock Units may be settled in cash or shares of Cyberonics, Inc. common stock as determined by the Plan Administrator. Reporting Person settled the phantom stock units in cash.
( 12)  Reporting Person did not meet specified targets as set forth in the Phantom Stock Agreement dated September 15, 2011. Therefore, subject Phantom Stock Units are being forfeited.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Moore Daniel Jeffrey
100 CYBERONICS BLVD
HOUSTON, TX 77058 		X
President & CEO

Signatures
/s/ Daniel J. Moore 6/17/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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