Paul S Madera Form 3 GLAUKOS / PAUL S MADERA ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MADERA PAUL S

(Last) (First) (Middle)

C/O MERITECH CAPITAL PARTNERS

245 LYTTON AVE, SUITE 125

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2015

3. Issuer Name and Ticker or Trading Symbol
GLAUKOS Corp [ GKOS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Convertible Preferred Stock	(1)	(1)	Common Stock	1,862,784	(1)	I	Through Meritech Capital Partners III L.P.(2)
Series E Convertible Preferred Stock	(1)	(1)	Common Stock	33,951	(1)	I	Through Meritech Capital Affiliates III, L.P.(2)
Series F Convertible Preferred Stock	(1)	(1)	Common Stock	1,109,717	(1)	I	Through Meritech Capital Partners III L.P.(2)
Series F Convertible Preferred Stock	(1)	(1)	Common Stock	20,226	(1)	I	Through Meritech Capital Affiliates III, L.P.(2)

Explanation of Responses:

1. The shares of Series E Convertible Preferred Stock and Series F Convertible Preferred Stock shall automatically convert into shares of common stock on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering ("IPO") and have no expiration date.

2. Meritech Capital Associates III L.L.C., a Delaware limited liability company ("MCA III"), serves as the sole general partner of Meritech Capital Partners III L.P., a Delaware limited partnership ("MCP III") and of Meritech Capital Affiliates III, L.P., a Delaware limited partnership ("MCAFF III"). Meritech Management Associates III L.L.C., a Delaware limited liability company ("MMA III") is a managing member of MCA III. Paul S. Madera is a managing member of MMA III and shares voting and dispositive power over the shares held by MCP III, MCAFF III, MCA III and MMA III; however, he disclaims beneficial ownership of the shares held by such entities except to the extent of his pecuniary interests therein. Mr. Madera intends to voluntarily resign from the Issuer's Board of Directors upon consummation of the Issuer's IPO.

Remarks:

This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Meritech Capital Partners and their associated managing members.

	/s/ Joel Backman, Attorney-in-fact for above-listed individual	06/24/2015
	** 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 5 (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).
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