SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Burns Thomas William
(Last) (First) (Middle)
C/O GLAUKOS CORPORATION
ONE GLAUKOS WAY
(Street)
ALISO VIEJO CA 92656
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/13/2025 A 15,418(1) A $0 101,276(2) D
Common Stock 03/13/2025 A 14,183(3) A $0 115,459(4) D
Common Stock 03/13/2025 A 15,113(5) A $0 130,572(6) D
Common Stock 03/13/2025 A 39,596(7) A $0 170,168(8) D
Common Stock 03/17/2025 F 2,013(9) D $102.19 168,155(10) D
Common Stock 893,932 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $96.6 03/13/2025 A 24,102 (11) 03/13/2035 Common Stock 24,102 $0 24,102 D
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 18, 2021, the earning and 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 of the Issuer's Board of Directors ("Compensation Committee") determined on March 13, 2025 that one of the operational targets had been achieved. The number of shares reported herein consists of the portion of the award that was deemed earned based upon the achievement of the operational target. 50% of the number of shares of common stock reported herein will vest and be delivered in May 2025 and the remaining 50% will vest and be delivered in February 2026.
2. Includes 72,431 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 14, 2024, the earning and vesting of which was subject to the Issuer's achievement of certain pre-determined operational targets over a multi-year performance period. The Compensation Committee determined on March 13, 2025 that one of the operational targets had been achieved. The number of shares reported herein consists of the portion of the award that was deemed earned based upon the achievement of the operational target. 100% of the number of shares of common stock reported herein were vested and delivered on March 13, 2025.
4. Includes 86,614 restricted stock units that have not yet vested or been delivered to the Reporting Person.
5. Represents shares of common stock underlying an award of restricted stock units previously granted by the Issuer on April 1, 2024 pursuant to the Reporting Person's election to receive a portion of his annual bonus for 2024 in the form of restricted stock units rather than cash (the "Bonus Election"). The Compensation Committee determined on March 13, 2025 the annual bonus payable to the Reporting Person pursuant to the Issuer's 2024 executive bonus plan and the number of shares of common stock earned by the Reporting Person in accordance with the Bonus Election, subject to continued employment through the vesting date.
6. Includes 87,544 restricted stock units that have not yet vested or been delivered to the Reporting Person.
7. 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
8. Includes 127,140 restricted stock units that have not yet vested or delivery of which has been deferred by the Reporting Person.
9. 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 14, 2024.
10. Includes 121,822 restricted stock units that have not yet vested or delivery of which has been deferred by the Reporting Person.
11. This option was granted on March 13, 2025 and has a four-year vesting schedule in which 25% vests on the first anniversary of the grant date and the remainder vests in equal monthly installments for 36 months thereafter, such that the stock option vests in full on the four-year anniversary of the grant date
Diana Scherer, Attorney-in-Fact 03/17/2025
** Signature of Reporting Person Date
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.
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