June 23, 2015
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: Glaukos Corporation
Registration Statement on Form S-1 (File No. 333-204091)
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters (the “Underwriters”), hereby join in the request of Glaukos Corporation with respect to the effective time of the above-referenced Registration Statement so that it will become effective Wednesday, June 24, 2015, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.
In connection with this acceleration request and pursuant to Rule 460 under the Act, please be advised that we have effected approximately the following distribution of copies of the preliminary prospectus, dated June 23, 2015, beginning June 23, 2015, through the time of effectiveness:
To Whom Distributed |
| Number of Copies |
Institutions, Brokers and Other |
| 3,577 |
We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[signature page follows]
| Very truly yours, | ||
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| J.P. MORGAN SECURITIES LLC | ||
| MERRILL LYNCH, PIERCE, FENNER AND SMITH | ||
| INCORPORATED | ||
| GOLDMAN, SACHS & CO. | ||
| Acting severally on behalf of themselves and as representatives of the several Underwriters | ||
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| J.P. MORGAN SECURITIES LLC | ||
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| By: | /s/ David Ke |
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| Name: David Ke | ||
| Title: Vice President | ||
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| MERRILL LYNCH, PIERCE, FENNER AND SMITH | ||
| INCORPORATED | ||
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| By: | /s/ Michele A. H. Allong |
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| Name: Michele A. H. Allong | ||
| Title: Authorized Signatory | ||
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| GOLDMAN, SACHS & CO. | ||
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| By: | /s/ Richard Cohn |
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| Name: Richard Cohn | ||
| Title: Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request Letter]
