SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Gilliam Joseph E

(Last)

(First)

(Middle)

C/O GLAUKOS CORPORATION,

229 AVENIDA FABRICANTE

(Street)

SAN CLEMENTE

92672

(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)
	CFO, SVP Corporate Development

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2022

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	03/24/2022		A		3,886⁽¹⁾	A	$0	40,657⁽²⁾	D
Common Stock	03/24/2022		A		36,245⁽³⁾	A	$0	76,902⁽⁴⁾	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)	$39.1	03/24/2022		A		5,268⁽⁵⁾		04/01/2022	03/12/2030	Common Stock	5,268	$0	12,107	D

Explanation of Responses:

1. Represents shares of common stock underlying a portion of an award of restricted stock units previously granted by the Issuer on March 18, 2021, the vesting of which was subject to the Issuer's achievement of certain multi-year performance goals. The Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") determined on March 24, 2022 the level of achievement for the first year of the multi-year performance period. The Reporting Person elected to receive this performance grant in the form of restricted stock units. The number of shares reported herein consists of the portion of the award that was deemed earned based upon the achievement with respect to the first-year performance goal. 50% of the number of shares of common stock reported herein will vest and be delivered on April 6, 2022 and the remaining 50% will vest and be delivered on January 6, 2023.

2. Includes 20,872 restricted stock units that have not yet vested or been delivered to the Reporting Person.

3. Granted by the Issuer in the form of restricted stock units which vest over a four-year period, with 25% to vest on each anniversary of the grant date.

4. Includes 57,117 restricted stock units that have not yet vested or been delivered to the Reporting Person.

5. 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 multi-year performance goals. The Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") determined on March 24, 2022 the level of achievement for the second year of the multi-year performance period. The number of shares of common stock subject to the stock option as reported herein consists of the portion of the award that was earned based upon the achievement with respect to the second-year performance goal. The portion of the option reported herein will vest and become exercisable on April 1, 2022.

	/s/ Diana Scherer, Attorney-in-Fact	03/28/2022
	** 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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