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^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(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)

X	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)
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	06/30/2015		C		2,854,870	A	⁽¹⁾	2,854,870	I	See Footnotes⁽³⁾⁽⁵⁾
Common Stock	06/30/2015		C		27,194	A	⁽¹⁾	27,194	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock	06/30/2015		M⁽²⁾		27,346	A	⁽²⁾	2,882,216	I	See Footnotes⁽³⁾⁽⁵⁾
Common Stock	06/30/2015		F⁽²⁾		11,623	D	$18	2,870,593	I	See Footnotes⁽³⁾⁽⁵⁾
Common Stock	06/30/2015		M⁽²⁾		261	A	⁽²⁾	27,455	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock	06/30/2015		F⁽²⁾		111	D	$18	27,344	I	See Footnotes⁽⁴⁾⁽⁵⁾

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)
Series D Convertible Preferred Stock	⁽¹⁾	06/30/2015		C			2,406,441	⁽¹⁾	⁽¹⁾	Common Stock	2,406,441	$0⁽¹⁾	0	I	See Footnotes⁽³⁾⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁾	06/30/2015		C			22,923	⁽¹⁾	⁽¹⁾	Common Stock	22,923	$0⁽¹⁾	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Series E Convertible Preferred Stock	⁽¹⁾	06/30/2015		C			167,898	⁽¹⁾	⁽¹⁾	Common Stock	167,898	$0⁽¹⁾	0	I	See Footnotes⁽³⁾⁽⁵⁾
Series E Convertible Preferred Stock	⁽¹⁾	06/30/2015		C			1,599	⁽¹⁾	⁽¹⁾	Common Stock	1,599	$0⁽¹⁾	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Series F Convertible Preferred Stock	⁽¹⁾	06/30/2015		C			280,531	⁽¹⁾	⁽¹⁾	Common Stock	280,531	$0⁽¹⁾	0	I	See Footnotes⁽³⁾⁽⁵⁾
Series F Convertible Preferred Stock	⁽¹⁾	06/30/2015		C			2,672	⁽¹⁾	⁽¹⁾	Common Stock	2,672	$0⁽¹⁾	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Series D Convertible Preferred Stock Warrant (right to buy)	$7.65	06/30/2015		M			27,346	⁽²⁾	⁽²⁾	Common Stock	27,346	$0⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁵⁾
Series D Convertible Preferred Stock Warrant (right to buy)	$7.65	06/30/2015		M			261	⁽²⁾	⁽²⁾	Common Stock	261	$0⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OrbiMed Capital GP III LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ISALY SAMUEL D

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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

3. These securities are held of record by OrbiMed Private Investments III, LP ("OPI III"). OrbiMed Capital GP III LLC ("GP III") is the sole general partner of OPI III, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP III. Samuel D. Isaly, a natural person ("Isaly"), is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP III, Advisors and Mr. Isaly may be deemed to have voting and investment power over the securities held by OPI III and as a result may be deemed to have beneficial ownership over such securities.

4. These securities are held of record by OrbiMed Associates III, LP ("Associates III"). Advisors is the sole general partner of Associates III. Mr. Isaly is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, Advisors and Mr. Isaly may be deemed to have voting and investment power over the securities held by Associates III and as a result may be deemed to have beneficial ownership over such securities.

5. This report on Form 4 is jointly filed by GP III, Advisors, and Mr. Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Jonathan T. Silverstein, a member of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Samuel D. Isaly	06/30/2015
	** 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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