As filed with the Securities and Exchange Commission on March 11, 2021

Registration No. __________________

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Glaukos Corporation

(Exact name of registrant as specified in its charter)

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229 Avenida Fabricante

San Clemente, California 92672
(Address, including zip code, of Principal Executive Offices)

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Glaukos Corporation 2015 Omnibus Incentive Compensation Plan

Glaukos Corporation 2015 Employee Stock Purchase Plan

(Full title of the plan)

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Thomas W. Burns

President & Chief Executive Officer

229 Avenida Fabricante

San Clemente, California 92672

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(949) 367-9600

(Name, address and telephone number, including area code, of agent for service)

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COPY TO:

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Mark Peterson, Esq.
O’Melveny & Myers LLP

610 Newport Center Drive, Suite 1700

Newport Beach, California 92660

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(949) 823-6900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company’’ and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ◻

CALCULATION OF REGISTRATION FEE

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See the Exhibit Index included in this Registration Statement.

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EXPLANATORY NOTE

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This Registration Statement is filed by the Company to register additional securities issuable pursuant to the 2015 Incentive Plan and the ESPP and consists of only those items required by General Instruction E to Form S-8.

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PART I

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INFORMATION REQUIRED IN THE

SECTION 10(a) PROSPECTUS

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The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).

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PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3.Incorporation of Certain Documents by Reference

The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

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All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

The validity of the issuance of Common Stock registered hereby is passed on for the Company by Diane Biagianti. Ms. Biagianti is the Senior Vice President, General Counsel and Secretary of the Company and is compensated by the Company as an employee. Ms. Biagianti owns 553 shares of Common Stock, Company stock options to acquire up to an additional 46,187 shares of Common Stock and 11,928 restricted stock units that, when vested, will be delivered in the form of shares of Common Stock of the Company. Ms. Biagianti is eligible to receive stock awards by the Company under the 2015 Incentive Plan and is eligible to participate in the ESPP.

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See the Exhibit Index included in this Registration Statement, which is incorporated herein by reference.

EXHIBIT INDEX

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Clemente, State of California, on March 11, 2021.

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas W. Burns, Joseph E. Gilliam, and Diane Biagianti, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

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