GLAUKOS Corp — Director's Dealing 2016

Aug 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GLAUKOS Corp (GKOS)
CIK: 0001192448
Period of Report: 2016-08-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-10	Common Stock, par value $0.01 per share	S	116825	$33.77	Disposed	2332779	Indirect
2016-08-10	Common Stock, par value $0.01 per share	S	1113	$33.77	Disposed	22221	Indirect
2016-08-11	Common Stock, par value $0.01 per share	S	159382	$33.63	Disposed	2173397	Indirect
2016-08-11	Common Stock, par value $0.01 per share	S	1518	$33.63	Disposed	20703	Indirect
2016-08-12	Common Stock, par value $0.01 per share	S	13967	$33.72	Disposed	2159430	Indirect
2016-08-12	Common Stock, par value $0.01 per share	S	133	$33.72	Disposed	20570	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were purchased in multiple transactions at prices ranging from $33.61 to $33.89 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares purchased at each separate price within the range set forth in this footnote.

F2: The price reported in Column 4 is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $33.43 to $33.89 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $33.65 to $33.85 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.

F4: These shares are held of record by OrbiMed Private Investments III, LP ("OPI III"). OrbiMed Capital GP III LLC ("GP III") is the general partner of OPI III, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP III. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP III, Advisors and 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.

F5: These shares are held of record by OrbiMed Associates III, LP ("Associates III"). Advisors is the general partner of Associates III. Isaly is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, Advisors and 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.

F6: This report on Form 4 is jointly filed by GP III, Advisors, and 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 for the purpose of Section 16 of the Exchange Act, or for any other purpose.