GLAUKOS Corp — Director's Dealing 2015

Jun 24, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GLAUKOS Corp (GKOS)
CIK: 0001192448
Period of Report: 2015-06-24

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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Convertible Preferred Stock	$		Common Stock (2406441)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (22923)		Indirect
Series E Convertible Preferred Stock	$		Common Stock (167898)		Indirect
Series E Convertible Preferred Stock	$		Common Stock (1599)		Indirect
Series F Convertible Preferred Stock	$		Common Stock (280531)		Indirect
Series F Convertible Preferred Stock	$		Common Stock (2672)		Indirect
Series D Convertible Preferred Stock Warrant (right to buy)	$		Common Stock (27346)		Indirect
Series D Convertible Preferred Stock Warrant (right to buy)	$		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 shall automatically convert into shares of common stock on a 1:1 basis immediately prior to the consummation of Issuer's initial public offering ("IPO") and have no expiration date.

F2: The warrants to acquire Series D Convertible Preferred Stock shall automatically net exercise immediately prior to consummation of the IPO at the IPO price per share and the shares of Series D Convertible Preferred Stock received thereupon shall automatically convert 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 3 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.