Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gilliam Joseph E

(Last)

(First)

(Middle)

C/O GLAUKOS CORPORATION

ONE GLAUKOS WAY

(Street)

ALISO VIEJO

92656

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT & COO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2024		M		26,671	A	$39.1	146,473⁽¹⁾	D
Common Stock	02/23/2024		M		74,425	A	$41.69	220,898⁽¹⁾	D
Common Stock	02/23/2024		M		13,128	A	$30.92	234,026⁽¹⁾	D
Common Stock	02/23/2024		M		4,607	A	$39.1	238,633⁽¹⁾	D
Common Stock	02/23/2024		S		21,414	D	$90.94⁽²⁾	217,219⁽¹⁾	D
Common Stock	02/23/2024		S		114,739	D	$92.33⁽³⁾	102,480⁽¹⁾	D
Common Stock	02/23/2024		S		4,092	D	$93.05⁽⁴⁾	98,388⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$41.69	02/23/2024		M			74,425	⁽⁵⁾	05/05/2027	Common Stock	74,425	$0	43,929⁽⁶⁾	D
Stock Option (Right to Buy)	$30.92	02/23/2024		M			13,128	⁽⁷⁾	03/14/2028	Common Stock	13,128	$0	0⁽⁶⁾	D
Stock Option (Right to Buy)	$39.1	02/23/2024		M			26,671	⁽⁸⁾	03/12/2030	Common Stock	26,671	$0	1,053⁽⁹⁾	D
Stock Option (Right to Buy)	$39.1	02/23/2024		M			4,607	⁽¹⁰⁾	03/12/2030	Common Stock	4,607	$0	0⁽¹¹⁾	D

Explanation of Responses:

1. Includes 81,885 restricted stock units that have not yet vested or been delivered to the Reporting Person.

2. This transaction was executed in multiple trades at prices ranging from $90.37 to $91.02. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $91.79 to $92.76. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $92.80 to $93.45. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This option was granted on May 5, 2017 and had a four-year vesting schedule in which 25% vested on the first anniversary of the grant date and the remainder vested in equal monthly installments for 36 months thereafter, such that the stock option vested in full on the four-year anniversary of the grant date.

6. The amount reported takes into account a reconciliation adjustment to reflect the Reporting Person's economic interest in the shares underlying this stock option grant to comply with the terms of a domestic relations order issued in connection with a marital dissolution.

7. This option was granted on March 14, 2018 and had a four-year vesting schedule in which 25% vested on the first anniversary of the grant date and the remainder vested in equal monthly installments for 36 months thereafter, such that the stock option vested in full on the four-year anniversary of the grant date.

8. This option was granted on March 12, 2020 and has a four-year vesting schedule in which 25% vested on the first anniversary of the grant date and the remainder vests in equal monthly installments for 36 months thereafter, such that the stock option vests in full on the four-year anniversary of the grant date.

9. The amount reported reflects an adjustment of 5,000 shares underlying a stock option grant reported as exercised on a Form 4 filed with the Securities and Exchange Commission on February 12, 2024. The exercise was inadvertently attributed to the stock option grant issued on 3/12/2020 and subject to a time-based vesting schedule, but should have been attributed to the stock option grant issued on 3/12/2020 and subject to performance-based vesting requirements. In addition, the amount reported takes into account a reconciliation adjustment to reflect the Reporting Person's economic interest in the shares underlying this stock option grant to comply with the terms of a domestic relations order issued in connection with a marital dissolution.

10. Represents a portion of an option to purchase shares of common stock previously granted by the Issuer on March 12, 2020, the vesting of which was subject to the Issuer's achievement of certain pre-determined operational targets over a multi-year performance period.

11. The amount reported reflects an adjustment of 5,000 shares underlying a stock option grant reported as exercised on a Form 4 filed with the Securities and Exchange Commission on February 12, 2024. The exercise was inadvertently attributed to the stock option grant issued on 3/12/2020 and subject to a time-based vesting schedule, but should have been attributed to the stock option grant issued on 3/12/2020 and subject to performance-based vesting requirements.

	Diana Scherer, Attorney-in-Fact	02/27/2024
	** 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).
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