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* Frazier Healthcare V, LP (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (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) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	1,523,809	(1)	D(3)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	649,805	(1)	D(3)
Series E Convertible Preferred Stock	(1)	(1)	Common Stock	151,653	(1)	D(3)
Series F Convertible Preferred Stock	(1)	(1)	Common Stock	253,390	(1)	D(3)
Series D Convertible Preferred Stock Warrant (right to buy)	(2)	(2)	Common Stock	24,705	(2)	D(3)

1. Name and Address of Reporting Person* Frazier Healthcare V, LP (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FHM V, LLC (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FHM V, LP (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Every Nathan R (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FRAZIER ALAN D (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Naini Nader J (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Heron Patrick J (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Topper James N (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F 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 ("IPO") and have no expiration date.

2. The warrants to acquire Series D Convertible Preferred Stock shall automatically net exercise immediately prior to consummation of the IPO at the IPO price per share and the shares of Series D Convertible Preferred Stock received thereupon shall automatically convert into shares of common stock as described in footnote (1).

3. This report is filed jointly by Frazier Healthcare V, L.P., a Delaware limited partnership (''FH-V''), FHM V, L.P., a Delaware limited partnership (''FHM V L.P.''), FHM V LLC a Delaware limited liability company (''FHM V LLC''), Nathan Every, Alan Frazier, Nader Naini, Patrick Heron and James Topper. Shares and warrants are held directly by FH-V. FHM V, L.P. serves as the sole general partner of FH-V and owns no shares directly. FHM V LLC serves as the sole general partner of FHM V, L.P. and owns no shares directly. Nathan Every, Alan Frazier, Nader Naini, Patrick Heron and James Topper are members of FHM V, LLC and share voting and dispositive power over the shares held by FH-V; however, they disclaim beneficial ownership of the shares held by FH-V except to the extent of their pecuniary interests therein.

	Frazier Healthcare V, L.P., By: FHM V, L.P., its general partner, By FHM V, LLC, its general partner, By: /s/ Steve Bailey, Chief Financial Officer	06/24/2015
	FHM V, L.P., By FHM V, LLC, its general partner, By: /s/ Steve Bailey, Chief Financial Officer	06/24/2015
	FHM V, LLC, By: /s/ Steve Bailey, Chief Financial Officer	06/24/2015
	/s/ Nathan Every	06/24/2015
	/s/ Alan Frazier	06/24/2015
	/s/ Nader Naini	06/24/2015
	/s/ Patrick Heron	06/24/2015
	/s/ James Topper	06/24/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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