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: VALDES JORGE A (CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-08	Common Stock	A	71000.0	$0.0010	Acquired	215853	Direct
2014-03-10	Common Stock	M	16000.0	$3.19	Acquired	231853	Direct
2014-03-10	Common Stock	S	16000.0	$46.57	Disposed	215853	Direct
2014-03-11	Common Stock	D	12850.0	$46.1014	Disposed	203003	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-10	Non-Qualified Stock Option (right to buy)	$	M	16000.0	Disposed	2018-12-11	Common Stock (16000)	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 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.

F3: 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.

F4: 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.

F5: Conversion or exercise price of derivative security is $3.19.