Sec Form 4 Filing - ORBIMED ADVISORS LLC @ GLAUKOS Corp - 2018-03-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ORBIMED ADVISORS LLC
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
601 LEXINGTON AVENUE, 54TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2018
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share 03/02/2018 S 265,766 D $ 31.92 ( 1 ) 562,839 I See Footnotes ( 8 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/02/2018 S 2,533 D $ 31.92 ( 1 ) 5,362 I See Footnotes ( 9 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/02/2018 S 194,433 D $ 32.8 ( 2 ) 368,406 I See Footnotes ( 8 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/02/2018 S 1,851 D $ 32.8 ( 2 ) 3,511 I See Footnotes ( 9 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/05/2018 S 128,092 D $ 32.05 ( 3 ) 240,314 I See Footnotes ( 8 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/05/2018 S 1,220 D $ 32.05 ( 3 ) 2,291 I See Footnotes ( 9 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/05/2018 S 80,516 D $ 33.06 ( 4 ) 159,798 I See Footnotes ( 8 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/05/2018 S 768 D $ 33.06 ( 4 ) 1,523 I See Footnotes ( 9 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/06/2018 S 93,008 D $ 30.01 ( 5 ) 66,790 I See Footnotes ( 8 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/06/2018 S 886 D $ 30.01 ( 5 ) 637 I See Footnotes ( 9 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/06/2018 S 20,114 D $ 30.77 ( 6 ) 46,676 I See Footnotes ( 8 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/06/2018 S 192 D $ 30.77 ( 6 ) 445 I See Footnotes ( 9 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/06/2018 S 46,676 D $ 32.06 ( 7 ) 0 I See Footnotes ( 8 ) ( 10 ) ( 11 )
Common Stock, par value $0.01 per share 03/06/2018 S 445 D $ 32.06 ( 7 ) 0 I See Footnotes ( 9 ) ( 10 ) ( 11 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY10022
X
OrbiMed Capital GP III LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Sven H. Borho, Member of OrbiMed Advisors LLC 03/06/2018
Signature of Reporting Person Date
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 03/06/2018
Signature of Reporting Person Date
/s/ Jonathan T. Silverstein, Member of OrbiMed Advisors LLC 03/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $31.41 to $32.39 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 sold at each separate price within the range set forth in this footnote.
( 2 )The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $32.42 to $33.40 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 sold at each separate price within the range set forth in this footnote.
( 3 )The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $31.64 to $32.62 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 sold at each separate price within the range set forth in this footnote.
( 4 )The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $32.64 to $33.39 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 sold at each separate price within the range set forth in this footnote.
( 5 )The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $29.48 to $30.47 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 sold at each separate price within the range set forth in this footnote.
( 6 )The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $30.48 to $31.47 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 sold at each separate price within the range set forth in this footnote.
( 7 )The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $31.49 to $32.46 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 sold at each separate price within the range set forth in this footnote.
( 8 )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"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power over the securities held by OPI III and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI III.
( 9 )These Shares are held of record by OrbiMed Associates III, LP ("Associates III"). Advisors is the general partner of Associates III. By virtue of such relationships, Advisors 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. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by Associates III.
( 10 )Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by GP III and Advisors, is no longer subject to Section 16 with respect to securities of the Issuer.
( 11 )This report on Form 4 is jointly filed by GP III and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) of the Exchange Act, except to the extent of its 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.

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