DEXCOM INC — Director's Dealing 2014

Apr 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2014-04-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-23	Common Stock	M	14000.0	$7.25	Acquired	255399	Direct
2014-04-23	Common Stock	S	14000.0	$35.9045	Disposed	241399	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-23	Non-Qualified Stock Option (right to buy)	$7.25	M	14000.0	Disposed	2017-03-09	Common Stock (14000)	Direct

Footnotes

F1: On November 25, 2013, Mr. Pacelli adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Pacelli. 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 $35.60 to $36.20. 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 142,621 unvested restricted stock units, 71,000 of which were granted on March 8, 2014 and shall vest through March 8, 2017, 47,747 of which were granted on March 11, 2013 and shall vest through March 11, 2016, and 23,874 of which were granted on March 8, 2012 and shall vest through March 8, 2015.