DEXCOM INC — Director's Dealing 2013

Dec 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2013-12-02

Reporting Person: GREGG TERRANCE H (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-02	Common Stock	S	9000.0	$34.51	Disposed	732889	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	212813	Direct
Common Stock	11461	Indirect

Footnotes

F1: On December 14, 2012, Mr. Gregg adopted a 10b5-1 Plan. Under this 10b5-1 Plan, Mr. Gregg will sell a limited number of shares to cover the tax liability that accrues upon monthly vesting of restricted stock units previously granted to Mr. Gregg. The shares set forth above were sold pursuant to the 10b5-1 Plan.

F2: This transaction was executed in multiple trades at prices ranging from $32.87 to $35.89. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issurer full information regarding the number of shares and prices at which the transactions were effected.

F3: Included in this number are 81,251 unvested restricted stock units granted on March 8, 2012, 5,078 of which shall vest each month through March 8, 2015 and 20,313 unvested restricted stock units granted on March 8, 2011, 5,078 of which shall vest each month through March 8, 2014.

F4: Shares are held by the Gregg Family Trust U/A/D 12/23/1998, with respect to which the reporting person is a trustee.