SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Burns Thomas William

(Last)

(First)

(Middle)

C/O GLAUKOS CORPORATION

26051 MERIT CIRCLE, SUITE 103

(Street)

LAGUNA HILLS

92653

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2015

3. Issuer Name and Ticker or Trading Symbol
GLAUKOS Corp [ GKOS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 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	238,107	I	Through the Burns Annuity Trust
Common Stock	120,000	I	Through the Burns Charitable Remainder Trust
Common Stock	341,892	I	Through the Burns Family Trust

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	200,000	⁽¹⁾	I	Through the Burns FamilyTrust
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	100,000	⁽¹⁾	I	Through the Thomas W. Burns Irrevocable Trust
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	100,000	⁽¹⁾	I	Through the Janet M. Burns Irrevocable Trust
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	65,359	⁽¹⁾	I	Through the Burns FamilyTrust
Stock option (right to buy)	⁽²⁾	01/29/2018	Common Stock	100,000	$1.25	D
Stock option (right to buy)	⁽³⁾	10/21/2018	Common Stock	170,640	$1.65	D
Stock option (right to buy)	⁽⁴⁾	04/14/2019	Common Stock	19,480	$1.925	D
Stock option (right to buy)	⁽⁵⁾	01/26/2020	Common Stock	170,640	$1.925	D
Stock option (right to buy)	⁽⁶⁾	04/22/2020	Common Stock	19,040	$1.05	D
Stock option (right to buy)	⁽⁷⁾	01/27/2021	Common Stock	328,000	$3.975	D
Stock option (right to buy)	⁽⁸⁾	04/28/2021	Common Stock	69,047	$3.975	D
Stock option (right to buy)	⁽⁹⁾	07/13/2022	Common Stock	3,583	$3.7	D
Stock option (right to buy)	⁽¹⁰⁾	01/29/2023	Common Stock	256,000	$4.225	D
Stock option (right to buy)	⁽¹¹⁾	04/25/2023	Common Stock	10,880	$4.225	D
Stock option (right to buy)	⁽¹²⁾	07/10/2024	Common Stock	540,000	$7.275	D

Explanation of Responses:

1. The shares of Series B Convertible Preferred Stock and Series D Convertible Preferred Stock shall automatically convert into shares of common stock on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering and have no expiration date

2. Granted 1/29/2008 pursuant to the Issuer's 2001 Stock Option Plan and subject to an early exercise provision such that it is immediately exercisable. Shares subject to the option vest as follows: 25% vest on the 1st anniversary of the vesting commencement date, with 1/36 of the remaining shares vesting on the last day of each month thereafter such that it is vested in full on the last day of the month of the four-year anniversary of the grant date.

3. Granted 10/21/2008 pursuant to the Issuer's 2001 Stock Option Plan and subject to an early exercise provision such that it is immediately exercisable. Shares subject to the option vest as follows: 25% vest on the 1st anniversary of the vesting commencement date, with 1/36 of the remaining shares vesting on the last day of each month thereafter such that it is vested in full on the last day of the month of the four-year anniversary of the grant date.

4. Granted 4/14/2009 pursuant to the Issuer's 2001 Stock Option Plan and subject to an early exercise provision such that it is immediately exercisable. . Shares subject to the option vest as follows: 25% vest on the 1st anniversary of the vesting commencement date, with 1/36 of the remaining shares vesting on the last day of each month thereafter such that it is vested in full the last day of the month of the four-year anniversary of the grant date.

5. Granted 1/26/2010 pursuant to the Issuer's 2001 Stock Option Plan and subject to an early exercise provision such that it is immediately exercisable. Shares subject to the option vest as follows: 25% vest on the 1st anniversary of the vesting commencement date, with 1/36 of the remaining shares vesting on the last day of each month thereafter such that it is vested in full the last day of the month of the four-year anniversary of the grant date.

6. Granted 4/22/2010 pursuant to the Issuer's 2001 Stock Option Plan and subject to an early exercise provision such that it is immediately exercisable. Shares subject to the option vest as follows: 25% vest on the 1st anniversary of the vesting commencement date, with 1/36 of the remaining shares vesting on the last day of each month thereafter such that it is vested in full on the last day of the month of the four-year anniversary of the grant date.

7. Granted 1/27/2011 pursuant to the Issuer's 2001 Stock Option Plan and subject to an early exercise provision such that it is immediately exercisable. Shares subject to the option vest as follows: 25% vest on the 1st anniversary of the vesting commencement date, with 1/36 of the remaining shares vesting on the last day of each month thereafter such that it is vested in full on the last day of the month of the four-year anniversary of the grant date.

8. Granted 4/28/2011 pursuant to the Issuer's 2001 Stock Option Plan and subject to an early exercise provision such that it is immediately exercisable. Shares subject to the option vest as follows: 25% vest on the 1st anniversary of the vesting commencement date, with 1/36 of the remaining shares vesting on the last day of each month thereafter such that it is vested in full on the last day of the month of the four-year anniversary of the grant date.

9. Granted 7/13/2012 pursuant to the Issuer's 2011 Stock Option Plan and subject to an early exercise provision such that it is immediately exercisable. Shares subject to the option vest as follows: 25% vest on the 1st anniversary of the vesting commencement date, with 1/36 of the remaining shares vesting on the last day of each month thereafter such that it is vested in full on the last day of the month of the four-year anniversary of the grant date.

10. Granted 1/29/2013 pursuant to the Issuer's 2011 Stock Option Plan and subject to an early exercise provision such that it is immediately exercisable. Shares subject to the option vest as follows: 25% vest on the 1st anniversary of the vesting commencement date, with 1/36 of the remaining shares vesting on the last day of each month thereafter such that it is vested in full on the last day of the month of the four-year anniversary of the grant date.

11. Granted 4/25/2013 pursuant to the Issuer's 2011 Stock Option Plan and subject to an early exercise provision such that it is immediately exercisable. Shares subject to the option vest as follows: 25% vest on the 1st anniversary of the vesting commencement date, with 1/36 of the remaining shares vesting on the last day of each month thereafter such that it is vested in full on the last day of the month of the four-year anniversary of the grant date.

12. Granted 07/10/14 pursuant to the Issuer's 2011 Stock Plan on and vests in full on the one-year anniversary of the grant date.

	/s/ Richard L. Harrison, Attorney-in-Fact	06/24/2015
	** 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 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).
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