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). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GLAUKOS Corp [ GKOS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/30/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/30/2015 | C | 2,057,190 | A | (1) | 2,057,190 | D(2)(3)(4)(5)(6) | |||
Common Stock | 06/30/2015 | M | 20,470 | A | $7.65 | 2,077,660 | D(2)(3)(4)(5)(6) | |||
Common Stock | 06/30/2015 | F | 8,700 | D | $18 | 2,068,960 | D(2)(3)(4)(5)(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A Preferred Stock | (1) | 06/30/2015 | C | 585,958 | (1) | (1) | Common Stock | 585,958 | $0 | 0 | D(2)(3)(4)(5)(6) | ||||
Series B Preferred Stock | (1) | 06/30/2015 | C | 925,926 | (1) | (1) | Common Stock | 925,926 | $0 | 0 | D(2)(3)(4)(5)(6) | ||||
Series C Preferred Stock | (1) | 06/30/2015 | C | 440,178 | (1) | (1) | Common Stock | 440,178 | $0 | 0 | D(2)(3)(4)(5)(6) | ||||
Series D Preferred Stock | (1) | 06/30/2015 | C | 105,128 | (1) | (1) | Common Stock | 105,128 | $0 | 0 | D(2)(3)(4)(5)(6) | ||||
Warrant | $7.65 | 06/30/2015 | M | 20,470 | (7) | (7) | Series D Preferred Stock(1) | 20,470 | $0 | 0 | D(2)(3)(4)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. All outstanding Preferred Stock automatically converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering (the "IPO") for no additional consideration. The Preferred Stock had no expiration date. |
2. The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates IV, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
3. As managing members of the sole general partner of DP IV Associates, L.P., each Reporting Owner listed below may also be deemed to indirectly beneficially own the securities of the Issuer held by DP IV Associates, L.P., as reported on a Form 4 for DP IV Associates, L.P. filed on the same date as this Form 4. |
4. As managing members of the sole general partner of Domain Partners VIII, L.P., each Reporting Owner listed below may also be deemed to indirectly beneficially own the securities of the Issuer held by Domain Partners VIII, L.P., as reported on a Form 4 for Domain Partners VIII, L.P. filed on the same date as this Form 4. |
5. As managing members of the sole general partner of DP VIII Associates, L.P., each Reporting Owner listed below may also be deemed to indirectly beneficially own the securities of the Issuer held by DP VIII Associates, L.P., as reported on a Form 4 for DP VIII Associates, L.P. filed on the same date as this Form 4. |
6. As managing members of Domain Associates, LLC, each Reporting Owner listed below may also be deemed to indirectly beneficially own 63,200 shares of Common Stock held by Domain Associates, LLC. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by Domain Associates, LLC, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. |
7. The Warrant was automatically net exercised based on the IPO price of $18 per share immediately prior to the completion of the IPO. |
Remarks: |
/s/ Kathleen K. Schoemaker, as Managing Member of One Palmer Square Associates IV, LLC, General Partner of Domain Partners IV, L.P., individually, and as Attorney-in-Fact for J. Blair, B. Dovey and J. Treu | 07/01/2015 | |
** 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. |