DEXCOM INC — Director's Dealing 2012

Mar 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2012-03-08

Reporting Person: VALDES JORGE A (CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-08	Common Stock	A	71621	$0.001	Acquired	174492	Direct
2012-03-08	Common Stock	D	5971	$10.2583	Disposed	168521	Direct
2012-03-08	Common Stock	D	8781	$10.2583	Disposed	159740	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31872	Indirect

Footnotes

F1: Represents a grant of restricted stock units that are exempt from Section 16 b-3 and are subject to vesting over a 36 month period from the date of grant as follows: 1/3 shall vest 12 months from the Grant Date, and the remaining balance shall vest in four equal installments over the following 24 months. Share units represent a contingent right to receive one share of DexCom, Inc. common stock.

F2: These shares were sold to cover the Company's tax withholding obligation that accrued in connection with the vesting of restricted stock units previously granted.

F3: Included in this number are 71,621 restricted stock units subject to vesting over a 36 month period following the grant date of March 8, 2011 as follows: 1/3 shall vest 12 months from the Grant Date, and the remaining balance shall vest in four equal installments over the following 24 months.
Also included in this number are 31,250 restricted stock units subject to vesting over a 27 month period following the grant date of March 8, 2011 as follows: 1/2 shall vest 12 months from the Grant Date, 1/6 shall vest 18 months from the Grant Date, 1/6 shall vest 24 months from the grant date, and the remaining balance shall vest 27 months from the Grant Date.
There are 31,872 shares previously directly held by the reporting person which are now held by the Valdes-Lopez-Calleja Family Trust, dated May 18, 2011, with respect to which the reporting person is a trustee.