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*
Frazier Healthcare V, LP

(Last) (First) (Middle)
601 UNION STREET
SUITE 3200

(Street)
SEATTLE WA 98101

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2015
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 06/30/2015 C 2,603,362 A (1) 2,603,362 D(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock (1) 06/30/2015 C 1,523,809 (1) (1) Common Stock 1,523,809 $0(1) 0 D(2)
Series D Convertible Preferred Stock (1) 06/30/2015 C 674,510 (1) (1) Common Stock 674,510 $0(1) 0 D(2)
Series E Convertible Preferred Stock (1) 06/30/2015 C 151,653 (1) (1) Common Stock 151,653 $0(1) 0 D(2)
Series F Convertible Preferred Stock (1) 06/30/2015 C 253,390 (1) (1) Common Stock 253,390 $0(1) 0 D(2)
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*
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)
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)
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 automatically converted into shares of common stock on a 1:1 basis immediately prior to the consummation of Issuer's initial public offering ("IPO") and had no expiration date.
2. 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 06/30/2015
FHM V, L.P., By FHM V, LLC, its general partner, By: /s/ Steve Bailey, Chief Financial Officer 06/30/2015
FHM V, LLC, By: /s/ Steve Bailey, Chief Financial Officer 06/30/2015
/s/ Nathan Every 06/30/2015
/s/ Alan Frazier 06/30/2015
/s/ Nader Naini 06/30/2015
/s/ Patrick Heron 06/30/2015
/s/ James Topper 06/30/2015
** 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).
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