UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2
(Amendment No. 1)*
Glaukos Corporation
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
377322102
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 377322102 | 13G | Page 2 of 6 Pages |
| Item 1(a). | Name of Issuer: Glaukos Corporation (the "Issuer") |
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
229 Avenida Fabricante
San Clemente, CA 92672
| Item 2(a). | Name of Persons Filing: |
Frazier Healthcare V, L.P. ("FH V"), FHM V, L.P. ("FHM L.P.") and FHM V, L.L.C. ("FHM L.L.C."), Alan Frazier ("Frazier"), Nader Naini ("Naini"), Patrick Heron ("Heron"), James Topper ("Topper"), Nathan Every ("Every"), (each, a "Reporting Person and collectively, the "Reporting Persons"). FHM L.P. is the sole general partner of FH V. FHM L.L.C. is the sole general partner of FHM L.P. Frazier, Naini, Heron, Topper, and Every (collectively, the "Members") are all of the members of FHM L.L.C.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of each of the Reporting Persons is:
c/o Frazier Healthcare Partners
601 Union Street, Suite 3200
Seattle, WA 98101
| Item 2(c). | Citizenship: |
FH V and FHM L.P. are limited partnerships organized under the laws of the State of Delaware. FHM L.L.C. is a limited liability company organized under the laws of the State of Delaware. Each of the Members is a United States Citizen.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value per share (the "Common Stock").
| Item 2(e). | CUSIP Number: 377322102 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4. | Ownership. |
Not applicable.
| CUSIP No. 377322102 | 13G | Page 3 of 6 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Each Reporting Person has ceased to beneficially own five percent (5%) or more of the Issuer's outstanding Common Stock.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable
| Item 10. | Certification. |
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
| CUSIP No. 377322102 | 13G | Page 4 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated February 14, 2017
FRAZIER HEALTHCARE V, L.P.
By: FHM V, L.P., its General Partner
By: FHM V, L.L.C., its General Partner
By: /s/ Steve R. Bailey
Steve R. Bailey, Chief Financial Officer
By: FHM V, L.L.C., its General Partner
By: /s/ Steve R. Bailey
Steve R. Bailey, Chief Financial Officer
FHM V, L.L.C.
By: /s/ Steve R. Bailey
Steve R. Bailey, Chief Financial Officer
*
Alan Frazier
Alan Frazier
*
Nader Naini
*
Patrick Heron
Patrick Heron
*
James Topper
*
Nathan Every
Nathan Every
*By: /s/ Steve R. Bailey
Steve R. Bailey, as Attorney-in-Fact
This Schedule 13G was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
| CUSIP No. 377322102 | 13G | Page 5 of 6 Pages |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Glaukos Corporation.
Dated February 14, 2017
FRAZIER HEALTHCARE V, L.P.
By: FHM V, L.P., its General Partner
By: FHM V, L.L.C., its General Partner
By: /s/ Steve R. Bailey
Steve R. Bailey, Chief Financial Officer
FHM V, L.P.
By: FHM V, L.L.C., its General Partner
By: /s/ Steve R. Bailey
Steve R. Bailey, Chief Financial Officer
FHM V, L.L.C.
By: /s/ Steve R. Bailey
Steve R. Bailey, Chief Financial Officer
*
Alan Frazier
Alan Frazier
*
Nader Naini
*
Patrick Heron *
James Topper
*
Nathan Every
Nathan Every
*By: /s/ Steve R. Bailey
Steve R. Bailey, as Attorney-in-Fact
This Schedule 13G was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
| CUSIP No. 377322102 | 13G | Page 6 of 6 Pages |
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steve R. Bailey with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate. Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12th day of February, 2016.
| /s/ Alan Frazier |
Alan Frazier
| /s/ Nader Naini |
Nader Naini
| /s/ Patrick Heron |
Patrick Heron
| /s/ James Topper |
James Topper
| /s/ Nathan Every |
Nathan Every