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*
Burns Thomas William

(Last) (First) (Middle)
C/O GLAUKOS CORPORATION,
229 AVENIDA FABRICANTE

(Street)
SAN CLEMENTE CA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2019
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)
Code V Amount (A) or (D) Price
Common Stock 12/09/2019 M 3,583 A $3.7 48,807(1) D
Common Stock 277,847 I Through the Burns Family Trust
Common Stock 238,107 I Through the Burns Annuity Trust
Common Stock 120,000 I Through the Burns Charitable Remainder Trust
Common Stock 100,000 I Through the Thomas W. Burns Irrevocable Trust
Common Stock 100,000 I Through the Janet M. Burns Irrevocable Trust
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
Stock Option (Right to Buy) $3.7 12/09/2019 M 3,583 (2) 07/13/2022 Common Stock 3,583 $0.00 0.00 D
Stock Option (Right to Buy) $10.11 11/21/2019(3) A 40,682 (4) 11/01/2020 Common Stock 40,682 $0.00 40,682 D
Stock Option (Right to Buy) $34.88 11/21/2019(3) A 3,034 (4) 11/01/2020 Common Stock 3,034 $0.00 3,034 D
Explanation of Responses:
1. Includes 19,416 restricted stock units that have not yet vested or been delivered to the Reporting Person.
2. These stock options vest over four years from the grant date, with 25% vesting on the one-year anniversary of the grant date and the remaining amount vesting in equal monthly installments over the following 36 months.
3. These stock options were granted to the Reporting Person pursuant to the terms of that certain Agreement and Plan of Merger dated as of August 7, 2019 (the "Merger Agreement"), by and between the Issuer, Avedro, Inc. ("Avedro") and Atlantic Merger Sub, Inc. (a wholly-owned subsidiary of the Issuer and referred to herein as "Merger Sub"), pursuant to which, effective November 21, 2019, Merger Sub merged with and into Avedro, with Avedro continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, all options to receive common stock of Avedro outstanding prior to the consummation of the Merger were cancelled and converted into options to receive common stock of Issuer in an amount equal to the number of options to receive shares of Avedro stock multiplied by 0.365.
4. The exercisability of these stock options was fully accelerated by the Board of Directors of Avedro effective as of August 6, 2019, the date the Reporting Person resigned from the Board of Directors of Avedro.
Robert L. Davis, Attorney-in-Fact 12/11/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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