Sec Form 4 Filing - Burns Thomas William @ GLAUKOS Corp - 2020-03-12

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 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) 03/12/2020 (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 03/12/2020 A 11,335 ( 1 ) A $ 0 283,834 ( 2 ) D Common Stock ( 3 ) 03/12/2020 A 30,052 A $ 0 313,886 ( 2 ) D Common Stock 238,107 I Through the Burns Annuity Trust Common Stock 120,000 I Through the Burns Charitable Remainder Trust Common Stock 277,847 I Through the Burns Family Trust Common Stock 100,000 I Through the Janet M. Burns Irrevocable Trust Common Stock 100,000 I Through the Thomas W. 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 03/12/2020 A 65,170 ( 4 ) 03/12/2030 Common Stock 65,170 $ 0 65,170 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 /s/ Robert L. Davis, Attorney-in-Fact 03/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock subject to a restricted stock unit award previously granted by the Issuer on April 1, 2019 pursuant to the Reporting Person's election to receive his annual bonus for 2019 in the form of restricted stock units rather than cash (the "Bonus Election"). The Compensation Committee determined on March 12, 2020 the annual bonus payable to the Reporting Person pursuant to the Issuer's 2019 executive bonus plan and the number of stock units earned by the Reporting Person in accordance with the Bonus Election, subject to continued employment through the vesting date. The restricted stock units will vest on April 1, 2020 and are payable on a one-for-one basis in shares of the Issuer's common stock. ( 2 )Includes 49,468 restricted stock units that have not yet vested or been delivered to the Reporting Person. ( 3 )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. ( 4 )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.

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