Sec Form 4 Filing - Burns Thomas William @ GLAUKOS Corp - 2023-03-22

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) CHAIRMAN & CEO (Last) (First) (Middle) C/O GLAUKOS CORPORATION, ONE GLAUKOS WAY 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2023 (Street) ALISO VIEJO, CA92656 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 03/22/2023 A 7,294 ( 1 ) A $ 0 679,595 ( 2 ) D

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) $ 48.46 03/22/2023 A 110,254 ( 3 ) 03/22/2033 Common Stock 110,254 $ 0 110,254 D Stock Option (Right to Buy) $ 60.78 03/22/2023 A 7,258 ( 4 ) 04/03/2023 03/24/2032 Common Stock 7,258 $ 0 7,258 D Stock Option (Right to Buy) $ 55.18 03/22/2023 A 14,727 ( 5 ) ( 6 ) 03/24/2032 Common Stock 14,727 $ 0 14,727 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burns Thomas William C/O GLAUKOS CORPORATION ONE GLAUKOS WAY ALISO VIEJO, CA92656 X CHAIRMAN & CEO Signatures Diana Scherer, Attorney-in-Fact 03/24/2023 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 24, 2022, the vesting of which was subject to the Issuer's achievement of certain pre-determined operational targets over a multi-year performance period. The Compensation, Nominating and Governance Committee of the Issuer's Board of Directors determined on March 22, 2023 that certain of the operational targets had been achieved. The number of shares of common stock reported herein consists of the portion of the award that was earned based upon the achievement of the operational targets. 50% of the number of shares of common stock reported herein will vest and be delivered in April 2023, and the remaining 50% will vest and be delivered in January 2024. ( 2 )Includes 67,282 restricted stock units that have not yet vested or been delivered to the Reporting Person. ( 3 )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. ( 4 )Represents an option to purchase shares of common stock previously granted by the Issuer on April 1, 2022 pursuant to the Reporting Person's election to receive a portion of his annual bonus for 2022 in the form of stock options rather than cash (the "Bonus Election"). The Issuer's Board of Directors determined on March 22, 2023 the annual bonus payable to the Reporting Person pursuant to the Issuer's 2022 executive bonus plan and the number of shares of common stock subject to the stock option earned by the Reporting Person in accordance with the Bonus Election, subject to continued employment through the vesting date. The option to purchase common stock will vest on April 3, 2023. ( 5 )Represents a portion of an option to purchase shares of common stock previously granted by the Issuer on March 24, 2022, the vesting of which was subject to the Issuer's achievement of certain pre-determined operational targets over a multi-year performance period. The Compensation, Nominating & Governance Committee determined on March 22, 2023 that certain of the operational targets had been achieved. The number of shares of common stock subject to the stock option as reported herein consists of the portion of the award that was earned based upon the achievement of the operational targets. ( 6 )50% of the portion of the option reported herein will vest and become exercisable in April 2023, and the remaining 50% will vest and become exercisable in January 2024.

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.