FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Burns Thomas William
  2. Issuer Name and Ticker or Trading Symbol
GLAUKOS Corp [GKOS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O GLAUKOS CORPORATION,, 229 AVENIDA FABRICANTE
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2022
(Street)

SAN CLEMENTE, CA 92672
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 03/24/2022   A   5,709 (1) A $ 0 636,052 (2) D  
Common Stock 03/24/2022   A   15,418 (3) A $ 0 651,470 (4) D  
Common Stock 03/24/2022   A   21,294 (5) A $ 0 672,764 (6) D  
Common Stock 03/24/2022   F   1,975 (7) D $ 55.18 670,789 (6) D  
Common Stock               277,847 I Through the Burns Family Trust
Common Stock               238,107 I Through the Burns Annuity Trust
Common Stock               120,000 I Through the Burns Charitable Remainder Trust
Common Stock               100,000 I Through the Thomas W. Burns Irrevocable Trust
Common Stock               100,000 I Through the Janet M. Burns Irrevocable Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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 Option (Right to Buy) $ 39.1 03/24/2022   A   12,381 (8)   04/01/2022 03/12/2030 Common Stock 12,381 $ 0 28,455 D  
Stock Option (Right to Buy) $ 55.18 03/24/2022   A   42,993     (9) 03/24/2032 Common Stock 42,993 $ 0 42,993 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Burns Thomas William
C/O GLAUKOS CORPORATION,
229 AVENIDA FABRICANTE
SAN CLEMENTE, CA 92672
  X     Chief Executive Officer  

Signatures

 Diana Scherer, Attorney-in-Fact   03/28/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of common stock underlying a portion of an award of restricted stock units previously granted by the Issuer on March 12, 2020, the vesting of which was subject to the Issuer's achievement of certain multi-year performance goals. The Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") determined on March 24, 2022 the level of achievement for the second year of the multi-year performance period. The Reporting Person elected to receive 50% of this performance grant in the form of restricted stock units and 50% in the form of an option to purchase shares of common stock. The number of shares of common stock reported herein consists of the portion of the award that vested based upon the achievement with respect to 50% of the second-year performance goal.
(2) Includes 52,309 restricted stock units that have not yet vested or been delivered to the Reporting Person.
(3) Represents shares of common stock underlying a portion of an award of restricted stock units previously granted by the Issuer on March 18, 2021, the vesting of which was subject to the Issuer's achievement of certain multi-year performance goals. The Compensation Committee determined on March 24, 2022 the level of achievement for the first year of the multi-year performance period. The Reporting Person elected to receive this performance grant in the form of restricted stock units. The number of shares reported herein consists of the portion of the award that was deemed earned based upon the achievement with respect to the first-year performance goal. 50% of the number of shares of common stock reported herein will vest and be delivered on April 6, 2022 and the remaining 50% will vest and be delivered on January 6, 2023.
(4) Includes 67,727 restricted stock units that have not yet vested or been delivered to the Reporting Person.
(5) Granted by the Issuer in the form of restricted stock units which vest over a four-year period, with 25% to vest on each anniversary of the grant date.
(6) Includes 89,021 restricted stock units that have not yet vested or been delivered to the Reporting Person.
(7) Consists of shares withheld by the Issuer with respect to tax withholding obligations of the Reporting Person upon vesting and delivery of shares of common stock underlying restricted stock units previously granted by the Issuer on March 12, 2020.
(8) Represents a portion of an option to purchase shares of common stock previously granted by the Issuer on March 12, 2020, the vesting of which was subject to the Issuer's achievement of certain multi-year performance goals. The Compensation Committee determined on March 18, 2021 the level of achievement for the second year of the multi-year performance period. The Reporting Person elected to receive 50% of this performance grant in the form of restricted stock units and 50% in the form of an option to purchase shares of common stock. The number of shares of common stock subject to the stock option reported herein consists of the portion of the shares subject to the stock option that vested with respect to 50% of the second-year performance goal.
(9) 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.

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