Sec Form 4 Filing - Burns Thomas William @ GLAUKOS Corp - 2022-03-24

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Burns Thomas William 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 (Last) (First) (Middle) C/O GLAUKOS CORPORATION,, 229 AVENIDA FABRICANTE 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2022 (Street) SAN CLEMENTE, CA92672 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/24/2022 A 5,709( 1 ) A $ 0 636,052( 2 ) D Common Stock 03/24/2022 A 15,418( 3 ) A $ 0 651,470( 4 ) D Common Stock 03/24/2022 A 21,294( 5 ) A $ 0 672,764( 6 ) D Common Stock 03/24/2022 F 1,975( 7 ) D $ 55.18 670,789( 6 ) 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 (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 Stock Option (Right to Buy) $ 39.1 03/24/2022 A 12,381( 8 ) 04/01/2022 03/12/2030 Common Stock 12,381 $ 0 28,455 D Stock Option (Right to Buy) $ 55.18 03/24/2022 A 42,993 ( 9 ) 03/24/2032 Common Stock 42,993 $ 0 42,993 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burns Thomas William C/O GLAUKOS CORPORATION, 229 AVENIDA FABRICANTE SAN CLEMENTE, CA92672 X Chief Executive Officer Signatures Diana Scherer, Attorney-in-Fact 03/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock underlying a portion of an award of restricted stock units previously granted by the Issuer on March 12, 2020, the vesting of which was subject to the Issuer's achievement of certain multi-year performance goals. The Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") determined on March 24, 2022 the level of achievement for the second year of the multi-year performance period. The Reporting Person elected to receive 50% of this performance grant in the form of restricted stock units and 50% in the form of an option to purchase shares of common stock. The number of shares of common stock reported herein consists of the portion of the award that vested based upon the achievement with respect to 50% of the second-year performance goal. ( 2 )Includes 52,309 restricted stock units that have not yet vested or been delivered to the Reporting Person. ( 3 )Represents shares of common stock underlying a portion of an award of restricted stock units previously granted by the Issuer on March 18, 2021, the vesting of which was subject to the Issuer's achievement of certain multi-year performance goals. The Compensation Committee determined on March 24, 2022 the level of achievement for the first year of the multi-year performance period. The Reporting Person elected to receive this performance grant in the form of restricted stock units. The number of shares reported herein consists of the portion of the award that was deemed earned based upon the achievement with respect to the first-year performance goal. 50% of the number of shares of common stock reported herein will vest and be delivered on April 6, 2022 and the remaining 50% will vest and be delivered on January 6, 2023. ( 4 )Includes 67,727 restricted stock units that have not yet vested or been delivered to the Reporting Person. ( 5 )Granted by the Issuer in the form of restricted stock units which vest over a four-year period, with 25% to vest on each anniversary of the grant date. ( 6 )Includes 89,021 restricted stock units that have not yet vested or been delivered to the Reporting Person. ( 7 )Consists of shares withheld by the Issuer with respect to tax withholding obligations of the Reporting Person upon vesting and delivery of shares of common stock underlying restricted stock units previously granted by the Issuer on March 12, 2020. ( 8 )Represents a portion of an option to purchase shares of common stock previously granted by the Issuer on March 12, 2020, the vesting of which was subject to the Issuer's achievement of certain multi-year performance goals. The Compensation Committee determined on March 18, 2021 the level of achievement for the second year of the multi-year performance period. The Reporting Person elected to receive 50% of this performance grant in the form of restricted stock units and 50% in the form of an option to purchase shares of common stock. The number of shares of common stock subject to the stock option reported herein consists of the portion of the shares subject to the stock option that vested with respect to 50% of the second-year performance goal. ( 9 )These options vest over four years from the grant date, with 25% vesting on the first anniversary of the grant date and the remaining amount vesting in equal monthly installments over the following three years.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.