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^*

Calcaterra Chris M.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Commercial 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	240,000	D

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 D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,536	⁽¹⁾	D
Stock Option (right to buy)	⁽²⁾	01/27/2021	Common Stock	68,000	$3.975	D
Stock Option (right to buy)	⁽³⁾	01/29/2023	Common Stock	52,000	$4.225	D
Stock Option (right to buy)	⁽⁴⁾	07/10/2024	Common Stock	110,000	$7.275	D

Explanation of Responses:

1. The shares of 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 1/27/2011 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 the last day of the month of the four-year anniversary of the grant date.

3. 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 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 7/10/2014 pursuant to the Issuer's 2011 Stock Plan and subject to one-year cliff vesting with respect to 75% of the award, with the remainder then vesting equally over the next 12 months such that it is vested in full on the two-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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