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: SAYER KEVIN R (Director, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-11	Common Stock	A	150000	$0.001	Acquired	374273	Direct
2013-03-13	Common Stock	D	15901	$15.69	Disposed	358372	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 283,023 unvested restricted stock units, 150,000 of which were granted on March 11, 2013 and shall vest through March 11, 2016, 83,333 of which were granted on March 8, 2012 and shall vest through March 8, 2015, and 49,690 of which were granted on June 1, 2011 and shall vest through June 1, 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.