DEXCOM INC — Director's Dealing 2013

Mar 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2013-03-11

Reporting Person: Pacelli Steven Robert (EVP, Strategy & Corp. Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-11	Common Stock	A	71621	$0.001	Acquired	237673	Direct
2013-03-13	Common Stock	D	21395	$15.69	Disposed	216278	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: Included in this number are 148,570 unvested restricted stock units, 71,621 of which were granted on March 11, 2013 and shall vest through March 11, 2016, 47,747 of which were granted on March 8, 2012 and shall vest through March 8, 2015, 5,209 of which were granted on March 8, 2011 and shall vest through June 8, 2013, and 23,993 of which were granted on March 8, 2011 and shall vest through March 8, 2014.

F3: 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.