DEXCOM INC — Director's Dealing 2012

Mar 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Pacelli Steven Robert (COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-08	Common Stock	A	71621	$0.001000	Acquired	187224	Direct
2012-03-08	Common Stock	D	5974	$10.258300	Disposed	181250	Direct
2012-03-08	Common Stock	D	8781	$10.258300	Disposed	172469	Direct

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.