DEXCOM INC — Director's Dealing 2014

Jan 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2014-01-15

Reporting Person: GREGG TERRANCE H (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-15	Common Stock	M	25000.0	$6.85	Acquired	237813	Direct
2014-01-15	Common Stock	S	25000.0	$36.86	Disposed	212813	Direct
2014-01-15	Common Stock	S	10000.0	$36.8581	Disposed	722889	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-15	Non-Qualified Stock Option (right to buy)	$6.85	M	25000.0	Disposed	2017-06-19	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11461	Indirect

Footnotes

F1: On December 09, 2013, 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 $36.56 to $37.22. 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 132,032 unvested restricted stock units granted on March 11, 2013, 5,078 of which shall vest each month through March 11, 2016.

F4: This transaction was executed in multiple trades at prices ranging from $36.56 to $37.15. 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.

F5: Included in this number are 71,094 unvested restricted stock units granted on March 8, 2012, 5,078 of which shall vest each month through March 8, 2015 and 10,157 unvested restricted stock units granted on March 8, 2011, 5,078 of which shall vest each month through March 8, 2014.

F6: Shares are held by the Gregg Family Trust U/A/D 12/23/1998, with respect to which the reporting person is a trustee.