DEXCOM INC — Director's Dealing 2014

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2014-02-10

Reporting Person: VALDES JORGE A (CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	M	16000.0	$3.19	Acquired	160853	Direct
2014-02-10	Common Stock	S	16000.0	$38.0305	Disposed	144853	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-10	Non-Qualified Stock Option (right to buy)	$	M	16000.0	Disposed	2018-12-11	Common Stock (16000)	Direct

Footnotes

F1: On November 15, 2013, Mr. Valdes adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Valdes. 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 $37.75 to $38.32. 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 119,429 unvested restricted stock units, 71,621 of which were granted on March 11, 2013 and shall vest through March 11, 2016, 35,811 of which were granted on March 8, 2012 and shall vest through March 8, 2015 and 11,997 of which were granted on March 8, 2011 and shall vest through March 8, 2014.

F4: Conversion or exercise price of derivative security is $3.19.