GLAUKOS Corp — Director's Dealing 2015

Jun 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GLAUKOS Corp (GKOS)
CIK: 0001192448
Period of Report: 2015-06-30

Reporting Person: ORBIMED ADVISORS LLC (Director, 10% Owner)
Reporting Person: OrbiMed Capital GP III LLC (Director, 10% Owner)
Reporting Person: ISALY SAMUEL D (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-30	Common Stock	C	2854870	—	Acquired	2854870	Indirect
2015-06-30	Common Stock	C	27194	—	Acquired	27194	Indirect
2015-06-30	Common Stock	M	27346	—	Acquired	2882216	Indirect
2015-06-30	Common Stock	F	11623	$18.00	Disposed	2870593	Indirect
2015-06-30	Common Stock	M	261	—	Acquired	27455	Indirect
2015-06-30	Common Stock	F	111	$18.00	Disposed	27344	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-30	Series D Convertible Preferred Stock	$	C	2406441	Disposed		Common Stock (2406441)	Indirect
2015-06-30	Series D Convertible Preferred Stock	$	C	22923	Disposed		Common Stock (22923)	Indirect
2015-06-30	Series E Convertible Preferred Stock	$	C	167898	Disposed		Common Stock (167898)	Indirect
2015-06-30	Series E Convertible Preferred Stock	$	C	1599	Disposed		Common Stock (1599)	Indirect
2015-06-30	Series F Convertible Preferred Stock	$	C	280531	Disposed		Common Stock (280531)	Indirect
2015-06-30	Series F Convertible Preferred Stock	$	C	2672	Disposed		Common Stock (2672)	Indirect
2015-06-30	Series D Convertible Preferred Stock Warrant (right to buy)	$7.65	M	27346	Disposed		Common Stock (27346)	Indirect
2015-06-30	Series D Convertible Preferred Stock Warrant (right to buy)	$7.65	M	261	Disposed		Common Stock (261)	Indirect

Footnotes

F1: 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.

F2: 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).

F3: 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.

F4: 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.

F5: 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.