DEXCOM INC — Director's Dealing 2014

Mar 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2014-03-08

Reporting Person: SAYER KEVIN R (Director, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-08	Common Stock	A	150000.0	$0.0010	Acquired	488662	Direct
2014-03-11	Common Stock	D	8414.0	$46.1015	Disposed	480248	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 308,231 unvested restricted stock units, 150,000 of which were granted on March 8, 2014 and shall vest through March 8, 2017, 100,000 of which were granted on March 11, 2013 and shall vest through March 11, 2016, 41,667 of which were granted on March 8, 2012 and shall vest through March 8, 2015, and 16,564 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.