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) 05/06/2019 | ||||||||||||||||||||||||||
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 | 05/06/2019 | F(1) | 11,219 | D | $75.64 | 70,786(2) | D | |||
Common Stock | 05/06/2019 | J(3)(4) | 23,723 | D | $0 | 47,063(5) | D |
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 | ||||||||
Stock Options (Right to Buy) | $41.69 | 05/06/2019 | J(6) | 111,907 | (7) | 05/05/2027 | Common Stock | 111,907 | $0 | 188,093 | D | ||||
Stock Options (Right to Buy) | $30.92 | 05/06/2019 | J(6) | 24,955 | (7) | 03/14/2028 | Common Stock | 24,955 | $0 | 55,545 | D | ||||
Stock Options (Right to Buy) | $69.3 | 05/06/2019 | J(6) | 4,010 | (7) | 03/14/2029 | Common Stock | 4,010 | $0 | 9,290 | D |
Explanation of Responses: |
1. Consists of shares withheld by the Issuer with respect to income taxes payable by the Reporting Person upon vesting and delivery of shares of common stock underlying restricted stock units previously granted by the Issuer on May 5, 2017, with the vesting schedule in four equal installments on May 5, 2018, May 5, 2019, May 5, 2020 and May 5, 2021. |
2. Includes 56,311 restricted stock units that have not yet vested or been delivered to the Reporting Person. |
3. In order to comply with the terms of a domestic relations order ("DRO") in connection with a marital dissolution, the Reporting Person's former spouse now holds the economic interest, and the Reporting Person no longer has any pecuniary interest, in the following securities: (i) 5,265 shares of common stock of the Issuer and (2) 18,458 restricted stock units that have not yet vested or been delivered to the Reporting Person, which were previously reported as directly owned by the Reporting Person. While the Reporting Person retains possession of the common stock and restricted stock units until they are sold in connection with the DRO, the Reporting Person's former spouse will receive the economic benefits from, and the Reporting Person will have no discretion with respect to, such securities. (Continued in footnote 4). |
4. Accordingly, the Reporting Person will not report beneficial ownership or dispositions of these securities (including restricted stock units) in future Section 16(a) reports, including to the extent such securities are sold pursuant to a Rule 10b5-1 trading plan that may be adopted by the Reporting Person that includes these securities. Likewise, the number of shares of common stock of the Issuer that may be reported as withheld to satisfy tax obligations in Table 1 will not include the shares withheld with respect to the portion of the restricted stock units representing the former spouse's economic interest. |
5. Includes 37,853 restricted stock units that have not yet vested or been delivered to the Reporting Person. |
6. Pursuant to the DRO referenced in footnote (3) above, the Reporting Person's economic interest in a portion of this stock option grant is now held by the Reporting Person's former spouse. While these options were retained by the Reporting Person, his former spouse will receive the economic benefit from the portion of the grant representing the former spouse's economic interest, including in connection with exercises thereof and sales of the common stock underlying such portion. Accordingly, the Reporting Person will not report beneficial ownership or dispositions of the portion of the option grant representing the former spouse's economic interest, nor will the Reporting Person report beneficial ownership or acquisitions or dispositions of the underlying common stock, in future Section 16(a) filings. |
7. These options vest over four years from the grant date, with 25% vesting on the first anniversary of the grant date and the remaining amount vesting in equal monthly installments over the following three years. |
/s/ Robert L. Davis, Attorney-in-Fact | 05/08/2019 | |
** 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. |